Infinity Train: How Far the Mighty Have Fallen
by TheUnderDog121
Summary: New threats, new cars, new characters. The Train has fallen into chaos yet again, and the stakes are higher. Danger lurks in the corners of the cars and antagonistic forces keep close watch. Succeeding will come at a high cost, and every side has a chance. Disclaimer: Written with a divergence from the canon after S1
1. The New Regime Car

Episode One: The New Regime Car

The engine enjoyed its last fleeting seconds of peaceful blissfulness in relative silence. The hum of the large green power source for the Train was one of the only things able to pierce through the thick air of the car. Its inhabitants were far from awake. It seemed to be very early in the morning, and the landscape of the ruined land that lay outside had just begun to be touched by the hints of sunrise.

Out of the three entities in the room there was only one human. An elderly woman, who sat slumped over in an old recliner retrieved from some far-off car miles down the line. She wore an unzipped black jacket tied around her waist, and a thin brown tank top over her upper body, on which her loose silver hair pooled upon. One of her arms had been slung over the arm of the chair, reflecting its sickly green shade around the enclosed space of the car. Her legs were had been draped with black bulky cargo pants and her feet enclosed by thick black combat boots, resting on an ottoman of equal quality with the recliner. Her unmarked arm loosely clutched a long steel pole, propped up against the walls of the engine. She was still asleep and would've most likely been for the next couple hours.

Situated not far from the slumbering elder was a spindly mass of metal tubes massed together in the corner of the car. The lights in its eyes were extinguished, signaling the deactivation of the unit for the moment. Even in deactivation the monster had a sense of dread hanging around it, something strange that would cause even the bravest warrior to quake in their boots. Its appearance did little to help its case. A sleek silver mask covered the inner workings of the machinery that powered the robotic creature. It looked as if it was intended to appear humanlike, but came off as even more automatic and mechanical. From underneath stretched an immeasurable number of metal tentacles, all at the moment bolstering the weight of the monster. As frightening as it was at rest, it had nothing compared to the terror of this million-limbed spider demon clawing its way towards you at alarming speeds. It was, for these reasons, a perfect security drone for the ever-increasing Train.

The third member residing in the car lay inside tightly in a small indention near the front-center of the room. Unlike his dozing companions, the round white ball had no way of "sleeping." His entire function was to ensure the prolongment of the Train's existence, and any less would be considered a failure on his programming. Of course, there were days in which he passed his reigns to the Motherboard in order to participate in whatever mindless activities he wished. Most of the time, however, he sat patiently in his smooth depression. It was part of the reason he kept the woman close by, even after her rash actions. Without the companionship of his former partners, both halves that comprised the ball longed for interaction. All day, they would talk with whoever they could, and when they ran out of people to talk to, they began to talk to one another. It occasionally would happen during the day, but it picked up most often through the night. Eventually the senior woman got fed up enough to order a stop to the incessant chattering between the two personalities of the sphere. Ever since, when the sun passed below the horizon, the spherical conductor spoke to each other through their own consciousness.

_Oh, the sun rises on our beautiful little home once again, _a cheerful automated voice rang into the other's mechanical equivalent for ears.

_Perhaps if you consider 'beautiful' as an abomination of the natural laws, and 'little' as a gargantuan waste of space, of which I would know all too much about._ A much more sadistic and pessimistic voice gave its quick retort to his optimistic brother. It was more robotic, similar to the early A.I.'s voices, monotone and with a hint of melancholy.

No doubt the two would've begun an hour-long discussion of the ethics and practicality of their infinite locomotive, if they weren't suddenly interrupted. They felt it before they saw it. Or rather they _sensed _it, being the head honcho of the Train. The far-off sensation of a car speeding along the top of the Train, careening swiftly towards the engine.

_Ooh, perhaps we have new visitors! Maybe they'll be like Ms. Tulip. I miss her. _The cheerful half sphere constantly craved new experiences, new acquaintances. If it wasn't prohibited by its programming it would seek out each inhabitant of the Train and tell them the secrets of the universe. At least, the secrets of the Train.

_Or maybe its Death himself, finally responding to all the letters I've been sending him._ _These things do always go better face-to-face. _If he could slump, the spherical nihilist would gladly have fallen to the floor. Unfortunately for all of them, however, Sad-One had hit the nail pretty close to the head. Whoever stood atop their cars, calculating their imminent arrival had no friendly intentions.

The car never fully stopped. Instead of coming to a halt outside of the car currently in production, it crashed right into it, filling the quiet atmosphere with the sounds of shattering steel and splitting metals. The woman shot straight up out of her sleep. She needed only seconds to survey the scene. Green orbs fell out of their pockets above, shattering on the floor of the engine, their bright colors fading. She quickly leveled her staff into position, unsure of the threat that she faced. Across the room, in the corner, the spider-like monster awoke from its slumber as well. Its eyes snapped open, revealing the shivering blue flames that lay inside of them. It cautiously readied its form into a defensive stance, awaiting further instructions from the Conductor. As for him, his two halves simply stared up into the void of the twin cars, now smashed together. They had been in the process of constructing an ocean car, a place of only water as far as the eye could see. Now, the thousands of water orbs came falling down upon them all, like the largest hail in existence. Both sides carried confusion, sorrow, and, most importantly and most potent, fear. Whatever was happening, the outcome couldn't possibly be positive.

Metal rubble from the two cars as well as glass shards from the orbs began to pile near the entrance, creating a mound of debris, stretching up to the skylight hole carved into the engine. Hundreds upon hundreds of faded green orbs cascaded onto the mountain of wreckage, rolling down to the floor. One stayed far enough to connect with the spidery monster, who quickly peered down at it and wrapped a single spindly limb around it, shattering it in its grip. The elderly woman attempted to move closer towards the back of the car, blocking projectile orbs with the edge of her staff.

Suddenly, amongst the rain of ruins, a sleek figure fell down onto the small hill of wreckage. It hid through the thick dust created by the plummeting rubble of steel and glass. The tentacled monster quickly went on alert, small black cannons protruding from the burning blue pits in its eyeholes. The senior readied her weapon into defensive positions, her entire body tensed up, her eyes narrowed with both determination and nervosity. The silhouette spun wildly around on top of the pile, attempting to get its bearings. Its shadowy oval head swiveled around before laying its eyes in the direction of the Conductor and his elderly bodyguard. The dark figure bounded down the steep sides of the small mountain as quickly as it could before sprinting towards the front of the engine.

"Erreur, _Erreur, _Oh, I've made a terrible mistake!" The voice shot through the hazy clouds of dust, filling the room with a sense of tense alarm. It was extremely worried, and it spoke with an evident French accent.

The Cat scurried from inside the shield of dust enclosed around the mound of wreckage. _Shame. Embarrassment to yourself. Too prideful, too sure. Where did it get you this time?_

Her mind continued to pester herself with questions she would most likely not be able to answer, at least in the foreseeable future, she had committed a very serious accident_, _and it was up to her to try and fix it.

"Run, we all need to get out of here, _Immediatement!"_

The Cat had made it off the clouds, closing in on the Conductor and the old woman. The silver faced monster turned to glance at the approaching creature. The Cat was all too well known to the Steward and its data resources. While the Cat most likely had no intent of harm, the monster took no chances, quickly pushing itself off the wall with its mass of spindly limbs and apprehending the French feline.

"Cat? You _must_ have the best excuse I've ever heard to make up for this," the senior spoke sternly to the shifty Cat, now wiggling meters off of the ground, held by the arms of the Steward. The elder spoke with authority, as well as a hint of annoyance. She spoke with a strong accent as well, a very hard central London type of dialect. She raised her pole to be level with the Cat's head, threatening any sort of escape attempt.

The cat squirmed fruitlessly in the clutches of the Steward. Her eyes darted all around, assessing the situation she had found herself literally dropped into.

"We...have no time for this pointlessness Amelia!" The Cat exclaimed between grunts of her struggle. "He'll be here any moment!" She attempted to turn her head behind her, but her line of vision had been blocked by the hundreds of the tube-like arms adorning the Steward.

"Slow your words Cat. Who's coming?" Amelia faltered, confused by the Cat's remarks. She spoke with desperate urgency, contradicting the collected and confident persona she portrayed herself as whenever Amelia was forced to interact with her.

"Please, there will be plenty of time to explain in the future, but we need to leave _immediately,_" The Cat said through labored breaths. She sounded as if she had been running for a while, much longer than the few meters she crossed to meet with the Conductor.

"I'm so glad you stopped to chat Miss Cat," the happier side of the Conductor greeted the entrapped Cat. "Thanks for destroying our car or whatever…" the negative side added, his monotone voice making it easy to find hints of bitterness in his sarcastic nature.

"Please!" the Cat exclaimed. "If we don't act now, we may very well have another 'Amelia' situation on our hands." As it would be, Amelia herself was the first to understand. Of course, such is the course of life, those who've committed an act would be the first to recognize that act being done. She sprinted up and around the Steward, gazing up into the skylight created by the crashed cars.

"One, release the Cat at once," Amelia spoke to the Conductor, still staring up at the roof.

"Okie-Dokie!" the sphere responded cheerfully before emitting a quick series of high-pitched blips, instructing the Steward to drop the Cat. In response, the monster unfurled its metal tentacles from around the shirt-wearing feline, who obviously landed on her feet. She raced to the side of Amelia joining her gaze up towards the crash scene.

"Perhaps he was injured in the crash...or worse," the Cat pondered to no one in particular, her words conflicting with the hopeful tone she gave with them. "It doesn't matter much now; we need to evacuate as soon as possible. Now would be_ le plus préférable_." She began to make her way back towards the Conductor, cursing herself for her arrogance. _Too easy to persuade. To _fool. _Now we're all paying the price._

Suddenly, a flash of movement caught Amelia's eye. A large black shadow appeared to stand at the rim of the skylight before a large piece of rubble took its place, collapsing into the mountain of debris below it. When Amelia looked again, she saw nothing.

"One, I need you to-" Amelia was going to ask the Conductor for a quick perimeter search around the engine, graciously provided by the Steward, when the large shadowy figure dropped onto the pile of wreckage. The Cat turned at the gasp Amelia emitted and felt a heavy feeling of anxiety spread from the shadow through the whole car.

"He's here," the Cat spoke softly, lowering her head to the floor like a scared animal. Amelia paused to look back at the Cat before fixating her gaze upon the shadow. She again lowered her staff, aiming it directly at the figure. The figure itself seemed to stand and orient itself. A long dark arm raised itself and swatted away the dust covering it.

"_Identify yourself!_" The robotic voice of the Steward shouted at the figure, the clanking of gears accompanying it. The figure turned to look in the direction of the Steward's voice before it began to walk closer towards them. There was no sound other than the deep breathing of Amelia and the Cat, along with the heavy footsteps created by the shadowy figure.

"Please, please, won't you all just settle down?" The figure emerged from the smoke and dust, his confident voice echoing in the small confines of the engine. He wore black dress shoes on his feet and stiff blue pants upon his legs. His torso was adorned with a faded blue uniform, and the glint of gold on his left breast pocket gave indications of law enforcement, whether it was legitimate or not. It was hard to tell due to the constant flapping of his brown leather trench coat, browned and patched in various places. His skin was blotchy, many parts reddened by exposure to intense sunlight. His face gave him a very confident and intimidating aura. He had a very thick brown beard, left ragged and dirty from the effects and little upkeep. His nose was peeling, and looked raw with severe redness, and his hair had grown significantly longer than socially acceptable, alluding to the very long time he may have been trapped on the Train. His eyes were extra creepy, however, wider than normal, crinkled around the corners where it and his unnaturally large smile met. The pupils were rather small in the whites of his eyes, darting from side to side, giving off a very strong insanity vibe. The longer you looked at him, the weirder things got. He clenched his gloved hands fiercely, one fingerless, showing his dirty digits and fingernails, making him look very much like a homeless person, along with his unkempt beard and shifty eyes. Perhaps he would look just like any other person, comical even, but there was something very off about him. If you looked even closer you would spot the curved silver sickles hanging from either belt loop on both sides of his body. The chipped police scanner tightly grasped in his right hand. The sinister metal plate clutched in his left.

"_Halt passenger! You are in direct violation of the Train's natural progression procedures. Return to your seat!" _The shrill voice of the Steward broke the air between the two sides.

"Hello new friend! What's your name?" the Conductor happily asked, blissfully unaware of the threat the man posed.

"I'm sorry little robot, but I don't believe any of us are 'friends' here," the man replied, shrugging his arms at the question. "As for my name, well, I keep that close to my heart, and my heart alone unfortunately. You may not need it, but for posterity's sake, I'd like you to call me, the Officer, if you could?" The haggard man continued, taking a few small steps towards the group. The Cat hissed in response, backing away into the panel that housed One-One.

"_Passenger Andrew Kingston, return to your seat or face punishment!"_ The Steward shouted forcefully at him, caring little for his opinions on giving out his name. Andrew himself looked staggered. His confident smile faltered, if only for a second.

"Immune to personal boundaries, huh monster? I suppose I can understand, of course."

"So, what are you even doing here, _Officer_?" the sadistic side of the Conductor asked Andrew. "Aside from totally blowing up our car."

Andrew's wide smile grew larger, turning into a sickening laugh which left him kneeling on the ground, holding his sides with his arms. Amelia shared a nervous glance back the Cat who returned with a fearful look of her own.

"You know what ball? That's just the question I was hoping you would _ask!" _Andrew took his awkward metal plate he held in his left hand and flung it forward, sliding under the mass of the Steward's metal limbs, right up to under One-One. When it connected with the panel a bright green light erupted in the middle, shorting out the Conductor and the vertical lights positioned next to him. Tendrils of green electricity arced up and around the now inactive sphere. The Cat reacted instantly, quickly backing away from the flashing plate. The Steward, in retaliation, flung itself forward, intent on apprehending Andrew. Unfortunately for the spidery monster, Andrew was prepared. He quickly raised the scanner from his right hand up to his mouth, shouting a quick command. It was most likely, _stop_, or _deactivate, _but it came out as loud, sharp noises that Amelia could only recognize as the noises she used to control the Steward during her brief time as conductor, or the noises One-One currently used. They had never changed methods, partially because of increased security, but mostly due to the complete and utter hopefulness one half of the Conductor held. Nevertheless, the Steward froze, tentacles mere feet from intercepting the confident figure of Andrew Kingston. The scene had quickly taken a turn for the absolute worse. It reminded Amelia of the entrance she had made, just a bit more coordinated.

"Why are you doing this!" the elderly woman shouted at Andrew. He began to casually walk around the Steward, admiring the hardware, the technology that it was made with.

"Please calm yourself, Amelia, was it? I'd imagine you'd be the first to understand. Something along the lines of, 'he who controls the Train, controls everything?'" Andrew's left hand slid down into his pockets, grasping the handle of one of his sickles. Amelia trained the tip of her staff on Andrew's chest.

"If you know who I am, then you know how this will end. Power corrupts, and corruption ultimately leads to failure, like it did for me, and like it would do for you. Leave now, or face the consequences," she warned Andrew. They inched closer to each other, slowly closing the gap between the two. Andrew grasped the sickle, clinking it on each limb of the Steward as he moved forward, each hit reverberating around the engine. They were about half a football field from each other now, shrinking the distance ever so slightly.

"Your failures are your own Amelia. I intend to learn from your mistakes, the compassion you showed to the ball, your ineptitude to beat a mere child., I shall close the loose ends, as you never did. However, I do recognize the ingenuity you possess. Something about division and unity? I suppose if Lincoln said it it _must _be true, right?" He continued to clink his way down the engine, pointing his scanner at Amelia as he talked. The wind blew in from the skylight, and they had to shout their words to communicate over the noise. His eyes continued to drift away from Amelia, then suddenly snap back as if lost in thought.

"I-I don't understand!" Amelia shouted in confusion. She looked behind her, following Andrew's gaze. The Cat had kicked the electric plate away from the panel and was attempting to pull the Conductor out of his insert with little success. Her thumbless paws scraped uselessly at the smooth sphere. When Amelia looked back Andrew had drastically closed the gap. He stood only meters away, pointing the scanner directly at her.

"We are both geniuses Amelia. Show me the secrets of this Train, and I will do everything I can to bring back your husband," Andrew dropped the scanner, letting it dangle from his trench coat. He extended his free hand out to Amelia, offering his deal. Amelia herself was shaken. For more than thirty years she had attempted to revive Alrick in the form of a super sentient A.I. but could never succeed. But Andrew's offer seemed intangibly amazing, and a quick look into his eyes showed his true intentions. They continued to dart from Amelia to directly behind her, focusing on the disabled Conductor. His smile seemed ingenuine, and beads of sweat began to run down his forehead. He had no intention of helping her, she was just another opponent to him. Amelia looked down at the ground, pretending to contemplate the deal.

"You know something Mr. Kingston?" Amelia raised her head and narrowed her eyes at Andrew. "You're an awful liar." She lept towards Andrew, thrusting her staff at his gut. He was taken off guard and barely managed to parry the attack with his sickle. His right hand went for the scanner, most likely to call the Steward for backup, but Amelia swung the pole at his arm, causing Andrew to cry in pain. His left arm raised the sickle and sliced through the air, aiming for Amelia's legs, but her staff caught the weapon on the curve and forced it out his hand, the sickled skittering across the engine's floor. Andrew, unarmed, cautiously backed away from Amelia.

"What was that about the turntables?" Andrew asked sheepishly, attempting to portray as helpless of an image as he could. Amelia forced them both backwards, again crossing paths with the now inactive Steward.

"What exactly did you do to One, Mr. Kingston?" Amelia demanded.

"A simple E.M.P. Amelia, nothing too harmful. Of course, I have my plans for him, as I'm sure you did," Andrew answered with confidence. "Although, to be honest, I'd be more worried about myself if I were you." His left hand rose up a few feet away from Amelia's staff as his right hand slid stealthily under his coat, unseen from Amelia.

"I'll take that into _consideration,_" Amelia launched her staff at Andrew's face, but he caught it with his second sickle, pulled from his left belt loop. He broke away and sliced down in an arc, connecting with the center of her pole. Sparks flew from the impact and Amelia had to take a step back to brace herself. Andrew lifted his right foot and kicked Amelia in her unblocked chest sending her sprawling on the floor.

"Forgive me Amelia," Andrew said, briskly walking towards her beaten figure. "But I have much more important things to attend to." Amelia struggled to get up from the floor, but she was far too old and at a large disadvantage when it came to the strong physique of the former policeman. She saw his feet appear under her face through the blurry spots dancing along her vision. He knelt down and lifted the chin of Amelia to look into her eyes.

"Perhaps you should take this as a lesson. A warning, perhaps?" His face came down just mere inches from hers. "Don't mess with me. OK?" He began with a rather sinister tone, one that portrayed him much more as an intimidating persona, but he ended with a slight smile, giving Amelia conflicting feelings about the Officer's true intentions.

He let her go, causing her to collapse back onto the floor. He stood back up and began to walk over to the last remaining adversary.

"I should probably thank you Cat. All this, all the power, the _potential, _all for some VHS tape? Yes, gratitude would be most appropriate. Unfortunately, you may have noticed that I'm not exactly the most 'appropriate' person," Andrew spoke to the Cat, now cowering beneath the panel containing One-One. Andrew had diverted in his path to scoop up his lost sickle. Amelia continued to writhe behind them both, clinging to the Steward in a desperate attempt to balance herself.

"But I shall give you my advice. Never let it be said that I'm unfair." Andrew turned his head to meet the Cat's frightful gaze. "Run far away from here. Run back to your shabby little car, play with your little knick-knacks, and leave me alone. If you do all that, may we never meet again," the Officer advised the fearful feline. He walked over to the panel, causing the Cat to skitter away to the side. He took off his right glove and placed his bare hand around the inactive Conductor.

"Welcome to the new age of this cursed prison, _ball_. I hope you realize you've brought this onto yourself., Andrew shouted, his voice showing true emotion. "You couldn't protect yourself from me, and you couldn't protect my son from himself. So, please forgive me if I have little grief for what I am about to do," Andrew whispered into the dead slot across One-One. He rested his forehead on the smooth surface of the Conductor for a few seconds, before he tightly grasped the exposed ball, tugging at it with all his strength. After a few tense seconds, the inactive sphere was wrenched from the panel, surrounded by waves of bright green electricity.

"No!" Amelia cried out, now leaning against the static body of the Steward. Andrew turned and locked eyes with the staggering form of Amelia. He curled his lips into a wicked smile. "Glory to he who has the power!" Andrew shouted to make himself be heard over the wind. He lifted the unresponsive sphere high above his head, and then threw it onto the floor.

The ball split into two parts upon impact, with each side sustaining slight chips or damage. One side slid across the floor towards the ratty chair and bed Amelia routinely slept in. The other side had little movement, mainly due to the significantly more damage it received. Amelia felt as if she had suddenly gone into shock. In just a few short minutes her life had been flipped upside-down, not to mention the flip she had faced just a few short months earlier. Andrew glowed with pure satisfaction. He pointed the sickle he held in his left hand at Amelia, most likely about to give a grand speech when he was suddenly interrupted and attacked. The Cat lept from the shadows and pounced onto the head and face of the Officer, clawing and yowling with rabid intensity. He yelped with surprise, stumbling blindly behind him. His hands desperately tried to rid his face of the furry mass scrambling around it, with little success.

Amelia stood motionless, watching the scuffle unfold right before her. After a few seconds, she was about to join the Cat in the fight when her chest panged the pain left from her last altercation with him. Even without the metal beast Amelia leaned against assisting the Officer, she doubted her wounded self and the small but vicious form of the Cat could overcome the strength he possessed. She made a snap decision and limped as fast as she could towards the broken piece on her right, near her living area.

Meanwhile, Andrew had begun to wildly strike his own face in an attempt to scare the Cat away, to no avail. He crashed into the panel and then shook his head violently, gasping for air and cursing the feline running across his face. The Cat herself expertly weaved through the flailing limbs of the Officer.

Amelia had scooped up all of the remains she could into a small burlap sack, slinging it over her shoulder. She glanced back at the skirmish between the Cat and Andrew. He was working his way sideways across the panel, actively moving away from the rest of the broken Conductor. Taking a risk, Amelia slowly moved towards the last remaining pieces scattered around the front of the panel.

Andrew's face and arms were already covered with red scratches, his eyes truly expressing his pure rage, but only when they were visible. His sickles had been dropped somewhere in front of the panel, but he doubted he would even consider using it. Too dangerous to be swinging the blade at his own head. Through glimpses he viewed Amelia making her way around the engine, collecting the pieces that made up the Conductor.

_One thing at a time, Andrew. _He had trouble even focusing on that simple thought, the sheer pain and annoyance the Cat was causing was extremely potent.

It took a few seconds for Amelia to gather the rest of One-One, the pieces were much more damaged and spread out. She cringed inwardly every time she placed a piece in the sack. Her only hopes were that there must be some system in place to reverse the damage, or some poor soul trapped on the Train that could help repair the not-so-spherical robot. After she had finished, she slowly rose to her feet, careful to be wary of the pains in her chest. When Amelia had reached the mound of rubble positioned underneath the large skylight she turned around and gave a loud cry.

"We're leaving Cat!" She was surprised on how anguished her voice sounded. The Cat stopped in her scurrying, giving Andrew a chance to grab hold of her, flinging the feline to the ground, who again landed on her feet. Without giving a look back at the Officer, the Cat sprinted towards Amelia and the pile. Andrew knelt next to the panel, leaning his back on it for support. His face had been badly scratched, along with his hands and forearms. Patches of his beard had been clawed out, making him look even more homely. He took a few long sighs before glancing up at Amelia and the Cat. His eyes closed, begging for rest. When he opened them again, Amelia and the Cat were gone.

* * *

They had climbed out of the engine using the newly made mountain of debris. They raced against the direction of the Train, carefully maneuvering around mounds of wreckage and glass. The Train shuddered suddenly, and waves of invisible energy cascaded over Amelia and the Cat, sending the hair on the back of their necks straight up. It took several minutes to scale a car, descend down, and do the same thing over and over again. As they made their way up, over, down, and across different cars, Amelia felt the insanely large number traveling up her arm flickering with the bright green light that it carried with each change. She wasn't sure in what direction she was traveling, down or up, and it didn't matter at the moment. All that mattered was getting as far away from Andrew as possible. It had been nearly an hour, and they had barely made it over a dozen cars. Amelia and the Cat both silently prayed the Officer had been wounded enough to stay back for a while. But neither of them believed it would happen.

The aura around the Train began to tear, and bits of dark blue sky and starlight filtered in the rips of reality. Amelia had experienced this only once. It could only mean the Train was arriving at another stop. Another unlucky passenger to feed the belly of the machine. They had made it on top of the thirteenth car when a series of high-pitched beeps shattered Amelia out of her thoughts.

Amidst the ripples in reality, the sprawling figure of the Steward shot down the dozen cars that lay in between them and the engine. Multiple tentacles wrapped themselves around the waist of the Officer, carrying him along the race towards Amelia and the Cat. It took but moments for the monster and its pilot to reach the duo. Amelia felt exhausted beyond description. It was all she could do to unsling the bag containing the Cat along with the pieces of One-One and draw her metal staff. All around them the Train shook turbulently, the dusty orange wasteland being gradually replaced with a snowy forested area. Cracks seemed to spread all around Amelia, surrounding the Train with a greenish hue, filling her peripheral vision with the thick tint of lime.

The Cat sheepishly crawled out of the bag, her protection having to be shed for the moment. She raised her head up, watching the Steward pull itself and Andrew along each train car. She glanced at Amelia who looked especially weak in the face of such a series of disastrous events.

"What should we do?" The Cat questioned, desperately praying Amelia held the answer. If Amelia had a plan though, she didn't share it. She could barely stand straight, formulating anything logical seemed a tad out of her reach at the moment. It didn't matter. Andrew and his monster had arrived.

The Steward gently placed Andrew on the opposite edge of the car where Amelia and the Cat stood, its robotic arms unfurling from around his body. It perched itself high above them, like an owl surveying its prey. Andrew had attempted to patch himself the best he could. Wet cloths and torn bed sheets had been pressed against the wounded areas around his face and arms. One of his hands had lost a glove in the scuffle, the left, and around the ring finger was a lone Band-Aid. Amelia would never know where he had managed to find it.

"We must stop meeting like this Amelia," Andrew chuckled a laugh that held little humor. He held one sickle in his single gloved hand, the other most likely hiding away in the depths of his ratty leather coat. His soft chuckles soon turned into sneers of resentment. As he began to make his way towards the pair more and more patches of Earth blended into the deadlands of wherever the Train chugged its way through. All three paused and observed the intricacy and complexity that surrounded them all.

"Beautiful, isn't it?" Andrew shouted over the roaring winds, maintaining his smug and spiteful smile. "And now, it's all mine"

Amelia took a few hesitant steps towards Andrew, prompting an immediate reaction from the renegade Steward. It flashed fiery blue spotlights which trained on the face of Amelia, momentarily blinding her. The lights swirled around the two refugees, reminding Amelia of a wrestling car, something that had evidently taken off after her escape from reality. Andrew continued his slow pace towards the two, looking particularly cheerful. Amelia needed to think of something, quite quickly. Unfortunately for her, her mind was not working at 'quick' standards. So, she needed to increase her time.

"So, what's next Mr. Kingston? What'll you even do with your new 'power,' your new 'authority?'" Amelia yelled as loud as she could over to the man, desperately hoping he'd stop to answer. Luckily for her, he did. It seemed even the Officer couldn't talk and walk. Perhaps he just wanted to monologue, but whatever he did was helping Amelia with each passing second.

Please Amelia, isn't it obvious? I mean, I know how cliché that sounds, but I'd really figure someone of your intelligence would have at least some _ideas _of what I plan," Andrew gestured emphatically as he talked, punctuating the air with the blade of his sickle at points. Amelia was busy stealing glances at their situation happening around them. A small inkling of an idea began to grow in the center of her mind. She needed a bit more time to work it out however.

"Hunches, Mr. Kingston, I have only hunches. But if you know who I am you must undoubtedly know what I tried to accomplish," Amelia responded, "Most importantly, how I failed." Andrew seemed unfazed by her veiled threats.

"I would appreciate it if you stopped comparing me to yourself, if you would Amelia. In case you haven't heard, the world has changed significantly in the past forty years or so. The Soviet Union doesn't even exist anymore!" Andrew finished with a hearty laugh as if he couldn't fathom the extent of Amelia's ignorance.

The air around them had been engulfed by a storm of energy, frizzing Amelia and the Cat's hair. Permanent rifts had begun to appear, replacing the small cracks that had come and gone before. Amelia was ready to stall long when she was interrupted by the silver faced betrayer settle high above the three occupants.

"_Train will soon exhibit sudden deceleration in preparation for a scheduled stop. Everyone should return to his or her seat immediately."_

Andrew's laugh immediately died in his throat. He looked frantically over at the Steward, praying he misunderstood its words.

"Sudden _what_?" he exclaimed. Amelia, on the other hand, came to a quick understanding. She turned around, scooping up the Cat into the bag and running towards the edge of the car's top.

"For the record, I completely abhor this method of travel!" the thick accent of the Cat shouted, partially muffled by the bag's burlap material. Amelia's response was to plant her staff into a diagonal position, bracing herself for what was about to happen.

"Cat, I'm going to need you to do something extremely important for me, alright?" Amelia questioned the feline, who nodded in anticipation. "When the Train arrives at its stop, you're going to need to take this bag," Amelia gestured at the bag the Cat and the Conductor lay in, "and jump off the Train."

The Cat reacted as if Amelia had just begged her to eat a king-sized chocolate bar, her whiskers bristling at the mere suggestion of leaving the Train.

"No, never, there must be some other option," the Cat pleaded to the elderly woman. The Train began to vibrate incessantly now, shuddering under the energy flowing against it. Andrew and his monster were nowhere to be seen, most likely having fled into the car under them, or back into the engine. Amelia briefly reconsidered her plan, but came to the conclusion they'd be back soon enough.

"I'm afraid we don't have enough time to brainstorm Cat."

"You don't even know if it'll work!" the Cat proposed, looking around as if hoping for a miracle.

"But I know it won't work for me. I'm a passenger, Cat. But you aren't. Neither is One-One. Theoretically, both of you should be able to pass back into Earth," Amelia explained, scolding herself for her insanely high number. If only she could go home now. What she wouldn't give to leave, especially in her current situation.

"But…" the Cat desperately looked for any way out. Alas, she was stumped. They were truly stuck between the largest rocks and the hardest of places. Perhaps she could've come up with something, but it was then when the Train had decided to stop.

The rifts and cracks surrounding the Train quick began to splinter, until it swarmed the shaking line of cars. The cracks glowed bright green, increasing in brightness until neither Amelia or the Cat could see. The Train then abruptly came to a halt, the shrieking sound of metal clashing against metal rang all around them, penetrating their eardrums. Amelia's makeshift brace had ensured some safety, and the bag had been stuck in place around it, so the Cat suffered little harm other than immense shift in g-force.

The process ended in just a few short moments, but it felt like eons for the senior and the feline. When it finally ended, Amelia fell to her knees. She tried to blink the spots from her eyes and get a feel of her surroundings as quickly as possible. The Cat passed by her struggling figure, staring out over the Train.

"You really must come see this Amelia," the Cat beckoned, entranced by what she was viewing. The Train had stopped in a woodland area, blanketed with snow. It must have been close to sunrise as light shades of pink shone bright on the horizon. Amelia suddenly felt deep chills from the morning air and quickly pulled on her jacket she had wrapped around her waist, clutching her hands tightly together to preserve as much heat as possible. The wind whipped her silvery hair across her face, something she either didn't notice of didn't care enough to fix. The ground was quite a bit below them, but the ground seemed to have been packed with snow, and Amelia felt sure the Cat could handle the fall if needed. For a few seconds, Amelia began to think about the state of the world. She hadn't seen anything from Earth in over thirty-three years, and judging from Andrew's cocky tone, a lot had changed. Mostly, however, she felt strong sympathy for whoever the Train had stopped for. She knew what they could be going through.

Her thoughts were broken by the far-off sound of machinery. Metal clanking reverberated from about a dozen cars down, most likely from the engine. Amelia needed to make a snap decision, and she needed to make it fast.

"It's do or die Cat. The trees will provide good enough cover. The snow will break your fall. The only question is, are you willing to do it?" Amelia asked the Cat, who was looking more and more nervous with every second. The sound of metal grinding grew louder and more frequent, slowly building the tension in the air. Knowing that Andrew could come back at any time certainly aided the edge the two felt.

"What if something goes wrong? We're not even sure I can survive out there," The Cat murmured quietly.

"What if we stay here? He almost destroyed One. What do you think he'll do to us?" Amelia crept her fear into her stern voice, urging the Cat to take this one choice. The Cat herself was losing her reservations against this option.

"What about you? We both know you'd be doomed here, and like you said, we don't know what he'll do to you," the Cat asked timidly.

"I'd advise you to worry little about me Cat. Whatever happens to me is most likely what I deserve. You should go soon, perhaps immediately," Amelia gave the Cat her parting words of wisdom before hobbling forward in the direction of the engine. "I'll hold the line, as long as I have to."

The Cat cursed herself inwardly for letting herself be pushed into this plan. She looped the bag closed as tightly as possible with her teeth and thumbless paws before inserting the top of the bag in her mouth. When she looked back at Amelia, she was given only a slight nod of approval and goodbye.

Rather than build up her nerve and wait for Andrew to arrive, the Cat ran straight off the top of the car, desperately hoping everything would go as planned. As intelligent and logical the Cat was, sometimes luck and faith were the only things driving her forward. And in this case, luck and faith gave her a break. She fell onto the softly packed snow showing little signs of damage other than shocked bones. The bag was light enough to be dragged across the deep level of powder and, after a few tries, the Cat took her first small steps on Earth. She looked back up at the Train, murmured a faint, "Au revoir," and began to move away from the green locomotive as fast as she could, quickly diving deep into the snow-covered forest.

Amelia stood stoically on top the Train, painfully waiting for the imminent return of the Officer. For a brief minute she considered running, jumping down into one of the cars and waiting out whatever would come. Her morality quickly won out. Her entire stay on the Train had been about running away. Running away from pain, from guilt, from her own self. Running had placed her in this whole mess, and if she was going to do anything, she was going to move forward. So she waited. Of course, it didn't take long. Only minutes after the Cat's departure, the sounds of metal grew louder, closer, extremely quickly. Soon, the bluish tint of the Steward was visible, weaving its way between the cars. It soon arrived at Amelia's location, depositing its package directly in front of her. Andrew shakily stood, looking quite like a fish with legs.

"Beats taking the MTS I suppose," attempting some dry humor in his awkward situation. Amelia had no reaction. It took him a few tries to stand up straight, holding one hand to his back as if to relieve the pain.

"Apologies, but I doubt you'd understand from where you come from. San Diego thing, I would imagine," Andrew took a few tentative steps towards Amelia, cringing with each step. His cuts looked painful, and Amelia couldn't imagine his quick trips to and from the engine had helped much.

"But enough chit chat Amelia," Andrew paused as if noticing something for the first time. "May I ask, I do recall our feline friend being here a moment ago, correct?" He questioned, looking around frantically now, his confident voice trimmed with a nervous edge. He looked up at Amelia after a few seconds of searching the tops of the train cars around them.

"My God, she's taken off with the ball, hasn't she?" Andrew asked incredulously, flabbergasted at this turn of events.

"It'll never work out Mr. Kingston. If you want anything from me, I can give you my advice: Stop trying to run. Fix your problems without," Amelia gestured towards the Steward, looming over them both, "All of this. Please, I'm the only person who could know about this," Amelia pleaded, moreso stalling for time than actually believing she had a chance of persuading the man.

I appreciate your concern Amelia, but so very much has changed out there since you left," Andrew raised a hand out into the forest. The fact the train sat still meant Andrew must've deliberately stalled the Train, or the new potential passenger was having a hard time deciding whether or not to board.

"Why are you here Mr. Kingston? What purpose could you hope to fulfill here that I was not able to complete?" Amelia cocked her head to the left, genuinely curious. Unfortunately for her, it was the wrong question to ask the Officer. His face seemed to cast a shadow over his entire form, and the early morning air flapped his trench coat around his ankles. He suddenly looked like Death Incarnate, a terrifying demon of a man.

"With little respect, I'd prefer not to answer that question. Now, where did you send the Cat, and where did you send the sphere?" His words lacked emotion, and Amelia found herself longing for his smug but cheerful tone he had but moments ago.

Amelia got the feeling that the time for talking was over, training the point of her staff on the head of Andrew. He revealed the hand he had behind his back, and in it was the curved silver blade of one of his sickles. She took a step towards the Officer, but was stopped in her tracks. The Steward had apparently detected something it was searching for and clamped several claws around the pair of adversaries.

"_Cat tracks located. Heading east, dragging unidentified flat-bottomed object."_

Amelia looked horrified. Her last-ditch effort was quickly becoming unraveled. She could only hope the Cat had gotten far enough to avoid detection. A sharp sound pierced the air. Amelia barely recognized it as Mr. Kingston's laugh.

"My apologies," he said between howls of laughter, "but this is just way too good. She always told me you were smart, but good lord, she never could've prepared me for this," Andrew seemed to be back in his cheery, confident mood. Amelia now realized she hated both his dark and light sides. After a couple last chuckles, he reached into his jacket pocket and pulled out his police scanner which apparently also controlled the silver-faced robot. He spoke a few unrecognizable words into the microphone, translate back out as vague beeps and other high-pitched noises. Amelia didn't need a translator to figure them out. The Steward gave an immediate reaction, vaulting over the car and onto the snowy floor of the forest below. Its multitude of robotic limbs curled around anything it could grab, pushing the Steward into following the small paw prints along the forest's floor. Amelia could only reach her arm up in misery in the direction of the silver-faced machine. She could only pray the Cat could find her way through the snow better than the Steward.

"Something falling apart?" Andrew swaggered over to a crushed Amelia, grinning from ear to ear. While he began to gloat, the Train started to roll forward, slowly picking up in speed. Soon, the clearing the Steward had made in following the Cat was out of sight, the forest blurring into nothingness.

"Well, I suppose that poor indecisive soul has made up their mind. No matter, my monster will find its way back easily enough. With our furry friend, of course, if luck holds in my favor," He chuckled to himself with a rather ominous tone. Amelia could only feel the shock setting in, the sharp stings of the wind picking up on her face. She had failed, failed the Conductor, failed the Train, failed anyone or anything that would be affected by the actions of the Officer and his newfound power. There was only one shot Amelia had left. Andrew was alone now, and although Amelia was still significantly weaker and less equipped to face him, it was all Amelia had left to do. She steadied herself against the steadily accelerating locomotive. The scenery around them started to quickly revert back into the familiar orange wasteland, shattering through the freezing forest. Amelia held her staff up against the strong figure of the Officer, poised to strike. Andrew unsheathed his other sickle, dual wielding. He sneered and let out only a simple phrase: "En garde."

He lunged towards her, slicing through the air with his sharp silver blades. She knocked one back, but the one in his left connected with her jacket, cutting through the thin fabric and earning a gasp of pain from Amelia. Andrew grew cocky, taking a bow as if to mock Amelia in her abilities. The Londoner, enraged, whacked the man across the side of his head, causing him to lose his balance on the speeding car. Andrew stumbled backwards, heading dangerously close towards the edge of the train car. Amelia made her way in the direction of the staggering Officer, careful not to slip against the slick metal underneath her.

Andrew had landed only feet away from the edge, his legs tripped over a large metal tube running through the middle of the car, splitting it into two separate parts. Amelia had made it halfway across the car, slowly approaching the fallen figure of Andrew. He attempted to grab his dropped sickle, but a shudder of the Train clinked it further down the car, sliding it out of his reach. He groaned and tried to push himself onto his feet. A dozen feet down, Amelia was using her staff to brace against the acceleration of the Train, her good hand clasped over her wound, her injured arm clutching her metal pole. Every so often she would hobble a couple of steps down the car, making sure to keep steady.

Andrew was on one knee when Amelia reached him. She let out a roar of anger as she swung her staff down upon him. Her rage, however, resulted in her attack having little strategic value, easily blocked by the sharp blade of Andrew's sickle. Amelia cried with a mixture of pain and anger, swinging her staff wildly against the kneeling man. He parried each hit expertly until Amelia collapsed from sheer exhaustion. She fell extremely close to the edge, her staff clattering down onto the rails, crunching as the metal ground it apart. She could feel the radiating heat of the electricity humming around them, splintering the air from Earth back into the wasteland she knew so well. Her moment of weakness allowed Andrew to finally plant himself on his feet once again. He rubbed absentmindedly at the wound on his head, his cheek already forming a bruise. The Officer spotted his lost sickle, walking tentatively over to pick it up. The Train became charged with a strong green light, illuminating the dark night sky that still hung over them, if only for a moment. Amelia groaned and attempted to stand, her legs buckling under her like rotten stilts.

"Last offer, my British friend. Teach me the secrets, the hidden laws of this prison, and I'll grant you everything my newfound power could offer. Riches, fame, infinite options, pun intended. Of course, I realize this means nothing to you. I've already dealt my trump card, Amelia. Help me, and he could always live again. That ball couldn't do it, could he? And you weren't smart enough, but times have changed out there. Computers, the internet. I could show you our advancements Amelia. All I need is you," Andrew knelt down next to the fallen woman, eyeing her curiously with a smirk. He traced one of blades across her cheek, freezing any motion she wished to do to him. Amelia felt truly powerless. She could never accept his deal. Power corrupts, and corruption spreads like wildfire. If she helped him, what would she become? She knew one thing, she would never have a chance to get off this Train again. But she couldn't fight him. Not now, not in her state. It was a lose-lose scenario for her. Her only choice was to lose on her own terms.

Amelia pushed herself up onto her feet, held at the throat by Andrew's blade. She looked him in the eye, and any hopes that the woman would assist the Officer disappeared from his mind. The pure agony he saw in her eyes, the pure _rage. _His smile vanished, and his mind instantly began to run problem solvers. Before he could find a quick and easy solution, Amelia spoke to him, breaking shattering him out of his thoughts.

"I don't know who you are Mr. Kingston. I don't know what your intentions are here, and I don't think I'd ever want to know. But I do know one thing, Kingston," Amelia paused, standing as straight as she could on the rumbling Train. Her silver hair suddenly looked grey, growing ancient in the lime-colored light. She snarled at the Officer and spoke her words of parting to the man.

"We will never be, in any sense of the word, _friends._"

With those final words, Amelia quickly swatted away Andrew's arm, moving with almost inhuman reflexives Andrew was taken aback by her boldness, but he quickly recovered. He blocked two punches and grabbed both of her arms. He looked at her in sheer annoyance. All of his plan had hinged on her weakness to her deceased husband, and now he had to do this without her. She had been much harder to fight than expected, and she had come very close to besting him in combat. So if she didn't want to play by his rules, he didn't have to play by hers. With a bellow of anger, Andrew reared his left leg up and back, aiming his boot squarely at Amelia's chest. Her only response was to fall silent with fear and understanding. Andrew gave no hesitation, and she gave no resistance. Andrew let go of Amelia's arms and kicked her directly in the chest, sending her sprawling over the Train.

Amelia flailed her arms with terror, but for a moment, she felt calm. Through the cracks in the Earth, she could spot a nice, open embankment of snow. It had stopped snowing, and she felt strangely warm. She smiled, and allowed herself to believe she was free, that she had finally escaped the prison she had been kept in for so long. Amelia flew close, close enough to reach out and touch the snow that lay just outside of the tracks. Of course, it was never going to be that simple. Amelia crashed into a wall of green electricity, a forcefield separating the two worlds. The lightning gave off a brilliant flash of lime-colored light as Amelia bounced off of it, sending her far down the cars of the Train.

Back up above, Andrew stood, shell-shocked by the turn of events. He had to take himself down to one knee, placing his arms on either side of him as if to balance himself on the shaking, crackling Train. He wasn't able to see exactly what happened to Amelia, or where she ended up, all he saw was a bright flash of green, and then the Train left the woman behind, obscuring her from the Officer's view. The splinters of light grew larger, the cracks of orange and yellow widening, hiding the blue sky and snowy forests from sight. Andrew would have to adjust, extremely rapidly at that. His whole plan was shaken, and the Conductor wasn't even neutralized. He felt as if he had somehow blown an easy win, turned his greatest victory into his most embarrassing struggle. As the wind spiraled around him, the Train engulfing itself in its blistering green light, Andrew could only think to say one word.

"Damn."

* * *

A young boy sat in the shotgun seat of a much older pickup truck. It clunked along the icy roads, shaking every time they hit an uneven place in the road, which seemed to be every other second. His black sweatshirt and grey sweatpants partially shielded him from the cold, but he had the air cranked up to max, nevertheless. He clicked away at his phone, attempting to relieve his boredom of the long trip.

An older gentleman was seated in the driver's spot, most likely the boy's father. He had grown out a sizable beard, threatening to pool over the tightly wrapped scarf he had tied around his fat neck. His thick jacket was covered in a slight layer of melting slush, and he still wore his woolen mittens as he gripped the steering wheel, indicating he had left the comfort of the truck some short time ago. The radio in the truck was turned up high, relaying some baseless information about sports or news.

The boy rubbed his sleeve against the truck's window, peering outside to confirm his suspicions about the change in weather he had noticed.

"Yeah, snow's finally stopped out there," He spoke, fogging the window up again as he talked. His father only scoffed.

Just our luck, wouldn't it be. Last day of the vacation, the weather starts to clear. At least I have another, 'Turner Curse' to tell the guys back home, huh?" the father glanced over at his son, looking for a reaction to the term he coined to refer to his family's string of poor luck. The boy simply nodded absently, much to his father's annoyance.

"C'mon Will, try and pick yourself up a little," his father asked. Will only gave a slight sign and pushed his head back against the seat head.

"Sorry. I guess...I'm not all that excited to get home," Will said quietly, earning a soundless understanding from his father. They continued down the road in silence.

Deep in the forest, a cream-colored blur dashed through the snowy trees. The Cat had managed to hide, and ditch the Steward multiple times, but its scanners found her every time. She had no idea how she would be able to outpace it or outsmart it, but she remained strong, she owed it to Amelia. So the Cat ran. She had the bagged ball seized strongly in her mouth, and it barely slowed her down. The Cat was certainly fast, but no animal could outrun the Steward. She knew it was only a matter of time before she slipped up, before she made even the slightest mistake. She knew any faults on her would be taken advantage of, and she may not have the chance to make more.

Her logical side told her it was useless, futile to run. A swifter sentence, a lesser punishment. Her emotional side, while small, beckoned her to have faith. Perhaps beyond the next tree lay a town, or a city, or even just a mobile home. Anyone could help. And since her logical side had started this whole mess, she had to rely on her emotions to bail them all out.

It must've been only minutes, perhaps a half an hour of running, but it seemed to steal an entire life away from the Cat, lives she did not have the freedom to spend. Every time she felt she was in the clear, sharp beeping from behind her would send her racing once more. She knew she couldn't take it for much longer. Her luck had finally run out.

However, luck had decided to throw the Cat one last bone, irony extremely intended. The Cat soon found herself in a much more spread out area of trees. The forest gradually grew sparser, until the Cat could spot the rusted steel of a road guardrail, jutting out at the top of a slick hill. The Cat could spot no cars from her position, as any road of this nature would usually be unused at this time of the day, but she felt certain she had just received an enormous break. She wasn't even sure if she deserved it.

Nevertheless, the Cat raced to the hill, the snow crunching under her paws. She had made it halfway there when the fur on the scruff of her neck began to raise, her skin crawled with anxiety. Sure enough, when she turned to look over her shoulder, there stood the Steward. Although, _stood _was not exactly applicable. The silver-faced monster had sort of hung herself over the snow-covered trees, looking very much like a hawk, about to swoop down and devour its prey.

"_Halt, criminal. Return yourself and your stolen property to the Train immediately!" _The Steward shouted to the Cat, its electronic voice more hostile, less warbly and much more commanding. The Cat barely heard any of it. As soon as she spotted the tentacled robot, she bolted once more to the hill, determined to reach the road. Perhaps there would be another forest on the other side, or perhaps even a community. She needed cover, or people, and she wasn't going to get them if she was imprisoned by a certain mechanical monster.

The Steward, realizing the Cat had no intentions of following her orders, engaged in Plan B. Small black cannons protruded from the robot's eyes, trained on the Cat's running figure. The Steward had avoided using the weapons against the Cat, in fear of harming the precious cargo she carried. The Steward's instructions also dictated it needed to do everything in its power to preserve the life of the Cat, but all other methods of capture were failing. Somehow, the Cat was managing to evade it, dodging every move it could think to make. The Steward was growing stressed, partially due to the sudden shift in loyalties it was forced to experience just hours ago. Now, the Cat had succeeded in reaching a possible stream of humans. If even _one_ was able to lay their hands on the technology the Cat was hauling, the results would be catastrophic. The Train had always operated on the cusp of understanding, and many who were able to leave realized how crazy their story would sound to the public. They kept quiet due to the fear of skepticism. Others proudly shouted the events of their voyage to the world, and every single one was shunned from society, a lunatic, crazed buffoons. The Train was sometimes referred to by psychiatrists as, "Shared Mismemory Disorder," and those who had it were generally taken with a grain of salt.

But the Cat was playing a very dangerous game. If she came into contact with any humans, the shadows the Train hid behind would be torn away, its cloak ripped off. Secrecy was the Train's biggest strength, and persuasion would be its greatest threat.

So the Steward had no choice left, but to neutralize the Cat before she was able to interact with anything or anyone from Earth. Her cannons charged, a slight red glow could be seen deep in the depths, and then a firestorm of bullets rained down on the fleeing feline.

The Cat was nimble, quick, and light on her paws. This, combined with the Steward's unreliable aim, meant that she was able to weave her way through the streaming paths of the bullets. The bag, however, was not so lucky. The burlap material was charred with several smoking holes, and it was all the Cat could do not to check if One-One had made it through unscathed. He definitely didn't need any more damage to befall him further.

The feline was starting to climb the hill when a bullet hit the swish of her tail. A completely random shot, and it did little except singe fur, but the Cat was momentarily knock onto the snow. She tumbled for a slight bit before pushing herself back onto her feet, sticking her wounded limb into the snow to alleviate the pain. She was looking for the burlap sack when her eyes locked with the cannons of the Steward. Even over the distance that lay between the two, the Cat could tell they were trained exactly on her head. A pit formed in her stomach, and she instantly knew this would be how it ends. The Steward raised its head, attempting to gain a better vantage point, and if anyone had witnessed the event, they may have spotted a slight smirk on the otherwise emotionless face of the robot. If the Steward was confident in its abilities, it would be disappointed with a sudden change of events. A loud screech could be heard close by, and the Steward momentarily turned its stoic face to look up at the creature that had made the sound. A large owl swooped down, talons extended. It caught the Steward by surprise and connected with the robot's silver face before it could process what was happening. The owl's feet sliced over the Steward's left eye socket, damaging the extended cannon and giving the robot's face three white scratch marks, conflicting with the rest of its uniform design.

The Cat sensed another lucky moment and wasted no time in grabbing the burlap sack that lay not too far away. She got the bag secured in her mouth and took off for the hill. She would never see the reason for the winged attack, never spotting the trampled nest, crushed by one of the Steward's many limbs. All she would know is appreciation for the bird's bravery. She knew the bird had saved her life, and perhaps countless others.

The Steward swatted limbs at the owl, perhaps for much longer than it should've taken, before it finally made contact with the feathered nuisance. The bird squawked angrily, and awkwardly dove down and away, out of the robot's reach. Unfortunately for the Steward, the owl had given the Cat more than enough time to get away. Combined with the sudden lack of both its left eye and left cannon, the Steward could no longer rely on its already poor accuracy. The lone gun retreated back into the robot's right eye, replaced with a blaze of blue fire. Over three hundred yards lay between the two, but the advantage lay with the Steward. It could probably cross that distance in under ten seconds, and the Cat knew this all too well. She was struggling to come up with a fast idea when, out of the corner of her eye, she spotted a flash of light. The feline could hardly believe it when as she watched the small image of a lone car drive down the road, towards herself. She would wish for nothing more than to race safely into whoever's arms lay on the steering wheel, but that idea was impractical with the presence of the Steward. She had to make a snap decision, a tough choice. Although, it was mostly made up for her. Hearing the beeping and metallic rattling coming from behind her. She knew the preservation of the Conductor would only succeed with this one and only way.

The Cat slung the sack as far as she could, hiding it behind a small, scraggly tree, barely obscuring it. For good measure, she quickly scooped a thin layer of snow over the bag, hopefully veiling the contents from the threatening robot that lay behind her. Then, when she was satisfied with her disguise, the Cat dashed across the asphalt road.

It was much cooler than the slush of the snow she left behind. Much more ice, less dirt. Her claws made it at least feasible to quickly move over the frozen, rocky material. She could hear both the frantic scraping of the Steward and the slight rumbling of the car, both coming quickly for her. She could only hope her plan would work.

The Steward reached her first. It completely disregarded the hidden bag, much to the Cat's satisfaction. It sort of wrapped its arms around the feline, tightly restricting any movement. It pulled the Cat to meet its one good eye and, if fire could portray emotions, the Cat would say the robot looked smug. Their meeting was interrupted, however, as the bright headlights of the car flashed on the pair. Both the Steward and the Cat turned to look at the rapidly moving vehicle. It appeared the Cat was wrong in at least one regard. She saw not a car shining its bright lights upon them, but a ratty old pickup truck.

* * *

Will's father had reached over to turn the radio to a different station when it happened. His arm knocked his phone down in the space between his seat and the dashboard.

His father cursed and looked up at the road that lay in front of them. A flat passing, nothing as far as the eye could see. It wouldn't hurt to… He looked at his son, tapping away at a screen.

"Hey. Can you just, look out at the road for a few seconds to make sure we don't hit anything?" He tried to make his voice as persuasive and calm as possible. Will simply gave a mumble of agreement without looking up. Normally, his father wouldn't have been so reckless, but he seemed relatively sure there would be no oncoming traffic. Just a simple reach n' grab. It would be easy, almost infallible.

Of course, something must go wrong. It was almost legend, an urban myth. The Turners had some of the worst luck possible. As soon as Will's father reached down, his son took a quick glance upwards, saw nothing out of the normal, and looked back down at his phone. He never saw the sleek white cat dash across the street, just a couple hundred feet in front of him. He probably wouldn't have seen the metal body of the Steward either, if it wasn't for the slight glint of the silver mask against the dying light of the moon. The small flash warranted a brief look from Will, who instantly widened his eyes at the sight. In the headlights was a hulking mass of metal vines, looking as if it was squeezing the life out of a rather intelligent looking feline. He would've stopped to gape for a lot longer than he did, if he wasn't about to crash into them.

"Ahhhhh!" He screamed, reaching over to pull on the steering wheel. He swerved, much to the surprise of his father. The truck flew off the right of the road, hydroplaning on the ice until they were smashed into the metal guardrail. For a few seconds, Will and his father stayed completely still, Will's hands still gripped tightly on the wheel. Will's father then jolted up and looked wildly around the car, his eyes finally falling on his son.

"Are you alright? What the heck just happened?" He was about to launch a flurry of questions onto Will before he saw the petrified face looking straight ahead, the white of his knuckles on the wheel. "What happened?" he asked, much more softly this time. Will managed to peel his eyes away long enough to meet with his father. He was going to tell his father all about the wild monster he had seen when he realized how insane it made him look. He had been awake for over twenty hours, most of which had been sitting in the car on his phone. He very well may have totally imagined it. Whether or not it was real, Will decided it would be best to hold what he saw close to his chest.

"A deer!" Will blurted out. "I-I saw a deer. It just froze, and I had to do something," he told his father, hoping he'd buy it.

"Well, did we hit it?" his father asked. Will felt a little relieved he didn't question anything more.

"I don't know. It was kind of hard to tell in the dark," he figured any answer he gave would be sufficient.

"Well then, I guess me better make sure," his dad reasoned, opening the truck's door and stepping out into the freezing air. "I'll check the damage; you go spot out anywhere that thing would have run off to."

William, knowing somehow he wouldn't find any trace of the deer, pulled on various weather protection and exited the truck as well. He carefully walked over to the back, He held onto the side of the vehicle to keep from sliding along the icy road. His father had pulled a flashlight out of the tied down mass in the bed and was shining it around the side of the truck, trying to see the severity of the damage done to his car. He handed Will his own flashlight, pointing him in the opposite direction of the road. Will took it in his gloved hand, sticking his other hand deep in his jacket pocket. He walked over to the frosted guardrail, aiming his light around the forest looking for something he knew was not going to be there. His beam instead found evidence of a large beast, crashing through a large path through the forest. Frozen trunks had been thrown to the side as far back as the flashlight could show Will. Suddenly, the metal monster from his imagination became much more real. He hopped the metal rail, looking down at his feet to steady himself. His eyes found something else, however, and he shined his flashlight on small paw prints he found in the snow. His heart pounded in his chest and he realized that the metal beast could be lurking in the shadows, watching his every move. Will shined the light around the forest, taking in no sign of a sneaky spider robot. He looked back down, deciding to follow the tracks in the snow. His beam walked along their path, landing on a small brown sack cleverly hidden behind a small sapling. There was no snow covering the bag which told Will it hadn't been there for long. Perhaps this was more physical evidence of the odd night meeting he had occurred. He slowly approached the bag, fearful and curious of what he might find.

"Will, find anything!?" his dad shouted over to him, breaking him out of his thoughts.

"Uhhh, not really," he answered, both lying and telling the truth at the same time.

"I guess that means we can go then. Hate that we could've let a wounded animal go," his father said, hints of somberness showing through. Will felt like he had to assure his father this nonexistent animal was OK, but he could do that later. He shoved the burlap sack into the confines of his coat, making note of the jagged and rigid forms he felt moving inside of the bag up against his chest. He then vaulted back over the metal guard rail, hurrying back into the truck. His father was already in the driver's seat and gave Will a quick once over.

"Nothing?" he asked his son.

"Nothing," Will replied, a little out of breath. He clicked the seat belt back into place, sliding it over his now bulky figure.

"God, I can't wait to get back to Denver. Nature is probably nice once you get to know it, but I _really _don't have that kind of time," Will's father gave a small smile over to his son, who tried his best to return it. His dad then started the car back up, turning it right back around onto the right side of the road. Will tried his best to settle down, but his blood was dripping with adrenaline, his heart thumping. His thoughts muddled around in his brain, clashing with everything he thought before this surprising altercation in the middle of the frozen forest. He tried his best to reason with himself, but he just couldn't do it, and Will eventually let his eyes close in on themselves as they made their long way home.


	2. The Orion Car

Episode Two: The Orion Car

The room was black as night, albeit the small light source emitted by the box in the middle of the room. William's father was never able to get everything completed 100% before their vacations. One way or another something wouldn't go his way, almost like clockwork. Last year he had forgotten to halt their package delivery and was beyond surprised to find an extremely soggy cardboard box awaiting his son and himself after their flight back home. Will hoped to never see his father as angry as he was when he was forced to simply buy another telescope. This year it was the television that slipped his mind. It had been stuck on the news channel for the past week, flickering with questionable and biased images every once and a while. He'd most likely find this out when he checked his electricity bills, probably after he passed out from shock.

Currently, the T.V. simply sat on commercial break, advertising useless things to nonexistent viewers, very similar to when there _are_ people watching. Suddenly, the commercials shifted away, revealing a large yellow sun logo, six rays of yellow emanating from the circle. The lines circled the yellow dot, black letters now bleeding through into it. _**NNC **_could clearly be made out now and a short musical jingle accompanied it.

"Hello, and welcome back to another great day at the National News Center!" a cheery voice rang throughout the otherwise silent and dark room. The voice belonged to a tall, good-looking man, fit for the camera. The sun retreated to the corner of the screen, scrolling text rolling through it. "Now, before the break we talked about the newest developments with the Troubled conflicts up in Britain, and we felt like we left you with a bit of a downer. War is never fun, as we shall hopefully never find out, so for the next segment we'll be reaching out to Melissa all the way up north, near the NNC's headquarters in downtown Orion city," the newscaster spoke into the camera, smiling wonderfully.

The screen now showed a much different screen. Instead of the cozy and bright newsroom, the television now displayed a snowy nightmare, not unlike the storm Will and his father had just driven through a few nights before. A woman stood next to the road, presumably on the sidewalk. She was bundled in an enormous winter coat and, not for lack of trying, looked rather miserable. Still, she smiled as wide as she could without chapping the skin and spoke brightly into the microphone she held clutched in her mittens.

"Thanks Chuck, I'm standing at the intersection between Franklin Blvd. and Central Street, where the temperatures in Orion have reached an all time low for the area, narrowly beating out its neighbor, Minneapolis, for coldest place in the Midwest," Melissa said, teeth barely chattering.

"Well, I can certainly tell!" Chuck stole a laugh, much to the displeasure of the freezing newswoman. "Now, for our less knowledgeable viewers, can you give us a quick recap on the history of Orion, the oh so called 'Jewel of the Midwest?'" the newscaster asked his female cohost.

"Of course Chuck," she replied after a slight delay. "You see, Orion was hardly the sprawling concrete jungle it is today. Back near the turn of the 19th century, hordes of European immigrants flocked to the west, arriving it cities like St. Louis, Minneapolis, and the humble Orion settlement. Among these were a large amount of native Greeks, who pioneered the use of Orion as their town's name due to the importance the hunting industry had on the economy. During the War of 1812, Orion was the only settlement in the north to receive little sieging by the British Because of this, it was an influential place for the time following, growing its size and power. Orion," the woman paused, shifting her weight as if to generate any body heat possible. She walked around the side of the camera, letting herself be replaced with the view of Orion's nighttime skyline before the cameraman panned back around to let the woman continue.

"Orion itself is situated on the border between Minnesota and Wisconsin, sitting on the tip of Lake Superior. Its location benefits the city with accessible trade and defensive positions, that which made Orion a suitable settlement for all types of people," Melissa continued, reciting her lines to the camera. "Today, Orion sits nestled under New York City and above Los Angeles in terms of population, and ranks at the top of the charts among quality of life in the U.S. Some famous landmarks include Orion's Statue of Justice, located just over there," the woman pointed behind the cameraman, forcing him to turn to look at the aforementioned statue. Her hand was aimed at a brilliant brown statue of a man, towering over the city at the top of a hill high above the rest of Orion, not unlike the famous statue in Rio. His left arm held a large ringed planet on a string hoisted high while his right held a much shorter string attached to its own identical planet. The statue's face resembled that of a stern soldier, perhaps caused by his lack of eyes. Tied around them was a bronze blindfold, blinding the enormous statue. Even in the dead of night, spotlights flashed themselves upon him, not to mention the glowing light emitted by the statue's higher planet, turning it into a makeshift lantern.

"The Statue of Justice was a gift from Great Britain near the end of the Industrial Revolution, symbolizing the strong relationship the two had managed to build between each other despite their history. Some may recognize the similarities between Mr. Justice and Lady Liberty, the great green lady standing proud and tall in the New York harbor. Many historians like to refer to these statues as the Twin Gods of America, as justice and liberty run deep within the history of the United States. Many simply enjoy the design, and they show their appreciation with their tourism into Orion, an industry that is rapidly taking hold in the city. Yes indeed, Orion certainly is an important place in the world, not just the United States. Back to you, Chuck," the woman said, ending with her chipper goodbye. She would most likely be eager to step back inside.

"Well thank you Melissa, you know we all appreciate it. Next, we'll be taking you through a live feed of President Blair's campaign spee-" the newscaster was abruptly stifled as his means of communication was cut off. With the lack of the T.V. the room fell into complete and sudden blackness. The void-like appearance was short lived, however, as the exhausted teen fumbled around for the switch. Will found the little knob, twisting it to full power, and bathing the room in golden light once again.

He looked miserable. He certainly _felt _miserable. After his short nap in the truck Will had tortured himself for the rest of the ride home. He decided what was in the bag could never be worth the interrogation he would get from his father, obscuring the bag from view and eventually stashing it in a suitcase of dirty clothes. Still, his curiosity begged him to reconsider, and the drive back to Denver was filled with a constant battle between his will and the devil on his shoulder, whispering into his ear. Naturally, Will got little sleep after the incident, choosing to instead lay awake and think about the absurd situation he had gotten pulled into. Some nights Will managed to convince himself he had simply dreamed the occasion, although he was always brutally reminded of the evidence and the 'realness' of the situation.

This continued for just a few days and nights, although to Will it felt like centuries, until the glorious day befell the two of them. Will's father pulled into their driveway not far from midnight, both of them stumbling out of the car as fast as they could. Will's father decided to deal with the luggage situation in the morning and opted to fall into his bed as soon as possible. This was good news for Will, who made a beeline for the back the second the engine was turned off. His father's sleep-deprived mind made little note of this.

Will unzipped the suitcase like he was preparing to remove a cancerous growth, something he knew far too much about thanks to his surgeon father. He pushed away a few shirts before carefully looping his hands around the string of the sack, gently pulling it out of the luggage. It had been much heavier than Will was expecting back where he found it, and it was just as heavy now. He could tell there wasn't one solid object in there, sensing it was much more like a broken Lego sculpture. Large parts and small parts all crowded in the tight bag.

He brought it out and clutched in against his body like the bag was filled with gold, which it very well might have been. He ruled out food or animal long ago, the bag gave little smell except for the damp burlap material it was made out of. Besides that, it was up to chance. He expected everything from precious metals to top-level clearance secrets. He also considered the impossible, as anything was possible since the altercation that had led him to this treasure.

He quickly made his way out of the cold and into the safety of his house. It was a quaint little thing, not small, but definitely not large. Will knew no other home, so he decided this must be more than acceptable. His front lawn had been covered with a thin layer of frost, a sign of an early winter. Will was mostly indifferent to the weather, although he was definitely much more used to cold temperatures. He walked through the open door his father had left, making sure to close it behind him as he often forgot. He let the bag drop to his side as he made his way through the house, flipping on the lights his dad had neglected on his dash to the beds. With luck, Will would have the house to himself with the way his father slept when he has exhausted. He didn't know if that was a good or bad thing.

He stopped in front of his bedroom door. He hadn't been there in over a week, something he gave little time to think about. His cat rubbed up the side of his leg, mewing for food. His neighbors were much less liberal with their food dosage than the Turners, something Will was aware of. It didn't matter. Will had much more pressing matters to attend to, nudging the feline out of his way and entering his room.

It was as messy as he had left it, from the clothes thrown about around the floor to the dozens of books piled up in the corner. They all had some relation or another to the practice of robotics, a concept Will was enamored with. He had a desk pushed up against the wall covered with bits of machinery, gutted contraptions with wires sticking out every which way. He sat down at a black rolling chair, carelessly shoving away the clutter that lay before him. He plopped the burlap sack on the desk and stared at it for a good time, his mental war coming back in full force. This time, however, curiosity won out, and Will eventually jumped out of his seat, towering over the bag. He slowly looped both of his hands around the strings, praying he wasn't setting himself up for disappointment. For all he knew, the bag contained mounds of frozen cat food. All of that worrying certainly would be wasted.

He took a few deep breaths, peered over his shoulder at his closed bedroom door, and quickly pulled open the sack. After a few moments of nothing happening Will took the bag from the bottom and dumped the contents out on the desk. Bits of metal spread out fast, but the larger chunks fell heavily onto the wood. For a while, Will looked on puzzlingly at the broken remains of the former Conductor, confused by this result. His hands moved over the largest portion, slowly rubbing at the almost perfect smoothness. He began to recognize a few details. He saw the frayed wires protruding from various cracks. The layout of the insides reminded Will of a similar project he had created only months before. It was basically a modified Roomba, but he had made the robot part removable from the vacuum for easier accessibility. If he had to guess, whatever lay in front of him had some sort of splitting function not unlike his little vacuum project. He took a piece in each hand and inserted it into each other like some sick puzzle.

"You're a little banged up, huh?" Will murmured under his breath, poking a bit at a particularly splintered piece. After a few more minutes of prodding Will realized he wouldn't be getting any answers tonight. He leaned back in his chair and pressed his hands against his eyes. He had developed a sudden and powerful headache. Will rubbed his eyes for a few moments before getting up and turning off his lights. He barely made it to his bead before he collapsed, thoroughly exhausted. The remains sitting on his desk gently flickered, as if reaching out for help, before they too faded, drenching the room in darkness.

* * *

Andrew Kingston sat on an ornate armchair, white gauze sticking all over his face. He was reading some unknown title and gently swayed at the music playing softly in the corner from an antique record player. Propped up against his seat was a makeshift cannon with several cannonball like orbs nestled next to it. He had taken a liking to the seemingly infinite amount of possibilities he could create with his cannon, and used it to lavish the engine up quite a bit.

The sun peeked through the still broken skylight, announcing the beginning of another day on the Train. Andrew slept very little during the night and had already passed out in his chair twice during the past few days. The amount of work required was much more than he had anticipated, especially lacking the expertise of Amelia. At least he wasn't totally alone. The Officer took a quick glance next to him, peering over at the hulking mass that was the Steward. His "monster," in his eyes. It stood motionless, guarding Andrew as faithful as it had done with the previous Conductor. Its eye was still damaged, flickering in and out of existence from time to time. Andrew questioned the effectiveness of a bodyguard with a lack of depth perception sometimes. Luckily, the Steward wasn't the only companion Andrew had, although it certainly was the only willing participant. Sleeping far away in the corner of the car was the shivering body of the Cat. She had been thrown into a crudely constructed cage, kept watch on by the diligent tentacle monster. Without Amelia, Andrew was forced to turn to the only other expert he had remaining.

However, things proved challenging with the Cat. She responded poorly to threats, showing little respect for her life, or perhaps holding little respect to the truthfulness of the Officer. He'd never blame her. Days of threats and promises of death had yet to be carried out and most likely never would, at least for the foreseeable future. So Andrew was forced to make due with the knowledge of the Cat, how limited it may have been. She had given him information before, and Andrew was sure she would give it to him again. It was only a matter of eventuality.

When the sun had risen high enough to become an annoyance to the haggard man, he pushed himself to his feet, stretching out his legs. He slipped a hand into the folds of his coat, pulling it out holding his curved silver blade. When he arrived at the hastily made cage he began to strike one of the metal bars keeping the cat blocked in. In reality, the bars did little to hinder the escape of the feline. She was slender enough to fit through the spaces in the bars if she wanted to. Or rather, if she was able to. No doubt the Cat longed for her freedom as any intelligent creature would if placed in containment. No, it was not the bars that hindered her escape. It was the chain. Andrew had gotten lucky with his choice of orbs that had lay scattered around the engine when he had first arrived. He had ripped out a leg from Amelia's old chair, morphing it into a sizable ball and chain. When the Steward arrived he was able to incapacitate the feline, and slipped the chain over the Cat's tiny jacket. It worked for the time being, at least.

That wasn't the first thing that happened upon the Steward's return. Andrew couldn't remember the last time he was that furious, that _enraged._ Well, that wasn't exactly true. Andrew could definitely recall a time of equal anger. No matter how hard he tried to forget it.

But he was still mad. Beyond mad. He expected a grand victory, a tidal wave of success. He instead barely squeaked through the clutches of defeat. Amelia's actions could very well lead to the Officer's utmost doom. It contributed nothing good to his already fractured mind. Contingencies had to be put in place. Last resorts. Plans he thought he would never have to even pay a thought to. The bags under eyes would be staying for quite a bit of time, unfortunately for him.

He continued clanging the blade against the bars until the drowsy Cat had risen from her rudimentary bed. She stared at Andrew for a few moments before stretching her back and pouncing over to a poorly made metal water bowl, lapping at her precious liquid.

"Good morning," Andrew said, surprised by the gruffness of his voice, the scratchiness. He paused and took out a black rubber water bottle, squeezing himself his own portion of H2O. The Cat finished her drink and glanced back at the Officer.

"If you're expecting more information you are sorely mistaken," she said, beginning to pace around her small enclosure. Andrew simply wiped his mouth and narrowed his eyes.

"Eventually, I'll find something you care about. As much as you like to pretend you're this carefree creature, you _must _care for something. I suppose it'll be just a matter of time," Andrew said with a scowl.

"And I suppose you can believe that, my oh so powerful Conductor," the Cat shot back, kneeling to the ground as best she could. This earned a shout of rage from the Officer, slamming his blade into several bars of the cage. The Cat only smirked in return.

"You will feel the wrath of my reign eventually _Cat, _and it will be then when you will torture yourself for the choices you now make against me!" Andrew dropped his sickle and grabbed two metal bars with both hands.

"Well, Mr. Kingston, I never took you for such an eloquent speaker," the Cat simply replied, loving every moment of this altercation. Andrew stamped his foot into the ground, scooped up his sickle with force, and angrily walked away, forcing himself to calm down. Andrew had meant what he said, though. His reign would come eventually. The Cat would talk eventually. And perhaps, there may even be adversaries that rise up against the Officer, _eventually. _It was just a matter of time for Andrew. And luckily for him, time was something he definitely had a surplus of. He chuckled to himself, and went to prepare for the long day ahead.

* * *

Several months passed for Will with very little to note. After the initial shock wore off, he realized life still had to go on even with his new finding. He had to go to school, study, do homework. He had to eat, he had to socialize. Too many a project Will had starved himself of the normal world, shutting himself off and away from everyone and everything. He told himself he would never do that again and he planned to keep his word.

But when it wasn't time for school, when he had finished studying, finished his homework, Will would go up to his room, lock his door, and work for hours nonstop on the horde of jagged metal pieces he stashed under his desk during the day. Whenever he got the time, and wasn't working on his project, Will would grab a random book on robotics, pouring himself into every detail. The way he saw it, this was his big thing. If he could fix it, whatever it was, he'd be at least one step closer to unraveling the mystery behind the altercation with him, his father, and the two strange beings he observed that snowy day on the road. He also made sure not to let a single word of his findings leak out of his bedroom.

Will imagined that broadcasting his findings could never lead to a positive outcome, at least for him. Firstly, there was always the chance that no one would believe him. A fourteen-year-old shouting onto the internet that he saw a large metal spider holding a cat with a burlap sack full of broken robot pieces sounded insane enough, not to mention that he would've been the only person to witness this. He could be shunned, disgraced from society like so many are. There was also the possibility they'd just destroy his project in its entirety. Scrap everything, leave nothing behind, send the boy on his way. All of his work over the past months would be completely trashed, wasted. And even the situations where people believed him didn't exactly go in his favor. One shout and Will could have the whole government breathing down he and his family's necks. They could go full _Men in Black, _snatching Will's findings and wiping his memory, maybe just disposing of him. If Will wanted the public to take him seriously, he unfortunately had to wait just a bit longer.

There was also a much more selfish reason Will hid his discovery from the world. Never in his life had Will felt as invigorated, as _alive, _as he had felt in the past few months. This bag had given him a purpose, a tangible goal to follow, something Will had been desperately searching for. He never liked to say his life was boring, or even bad. He knew there was always going to be someone who had it worse than him. Still, he also knew something was missing, something vital. Something that, without, made him constantly feel over encumbered with the weight of life. Before that vacation, each day gave little incentive for Will to even get out of bed. Now, he was up in the early hours, going to bed as late as he healthily was able to. He was finally _living, _and handing over his project to anyone else, even mentioning it, felt wrong to him. Like he would just be harming himself.

Will sighed, cupping an old framed photo in his hands. He could barely recognize the little boy in the middle of the picture, beaming wildly at the camera. Even less were the two adults seated to either side of young Will. The balding head of the man, the golden locks of the woman. He couldn't even remember them half the time, and the rest was just a hazy blur. He'd give anything to just talk to them, just to listen to their voices even. His eyes threatened to give in to his emotions, but all that came out was a lone tear. His eyes darted to another photo. A man that looked much more like the one who owned the house Will lived in sat on what looked to be a rather uncomfortable plastic chair. He grasped the frail hand of a frail woman, lying in a hospital bed. She had wires only his father would know, and her bald head and hairless eyebrows made her look much different than someone you'd see on the street. Will had always wondered about that. How would it feel to operate on someone you knew? Could doctors even do that? It felt like it could open a rather large can of worms. He had questioned his father about it, but he simply deflected the question with some vague answer before changing the subject. Will couldn't read it from his position, but he knew the back had some hastily scribbled words written.

_Roy and Linda wish the rest of the Turners a very merry Christmas! 12-21-08_

Those two photos reminded Will about the total unpredictability of life. How much can change in such a small amount of time. How truly unfair the world could be.

Will was never good with memory, but he certainly had a few ingrained in his memory. Seared into his mind like a branding iron had pressed itself right into Will's brain. He remembered with absolute clarity the day his parents died. He must've only been around 4, maybe 5. They had gone out to eat for an early anniversary. Will's father had a work event the real date, so they had decided to go a week early. They dropped off Will at his uncle's, heading off into the night. Will could remember the first few snowflakes falling to the ground just moments after the car sped away. Roy and Will had a good time, watching movies, looking through family albums. It eventually became much later than they were expecting, and Roy put Will to bed after he was unsuccessful in contacting either of them. Will would be awakened just hours later, his entire world changing that night. If he cried for the rest of his life he wouldn't be able to compete with that night. Will and his uncle had sat there for hours, hugging each other with their sobs. That one never seemed to fade from his mind, breaking Will every time he thought about it for too long.

Another one he could remember was when he started calling Uncle Roy "dad." He must've been just around ten years were at the graveyard, Will holding a bouquet filled with all kinds of dazzling flowers, roses, orchids, tulips. He lay them next to his parents' headstones, barely choking out a quick prayer before he could start crying again. He looked over at his uncle. Roy was kneeling next to a different grave, just a little farther away. He wasn't nearly as composed as Will was, though. His eyes drenched the grave with tears, the awful sounds of mourning filling the light morning air. Will always hated it when people felt sorry for him, but he couldn't help but feel the same for Roy. Will had known how close the two of them were, and he had barely gotten situated with her death before Will's parents crashed. Eventually, he got comfortable enough to make a few bitter jokes, mostly about the lack of good luck the Turner family had received in the past, something that was unfortunately echoed long after the deaths.

Will had awkwardly walked over to his uncle, hands in his sweatshirt pockets. The chill of the early morning stung against his face and there was a slight wind blowing his hair around. He placed a hand on Roy's shoulder, giving him his sincerest sympathetic pats. He took a quick look around the cemetery and cleared his throat.

"Hey, uh, you think we could get some breakfast, you know, after you're done," he gestured vaguely at the graves, "all this? You know, _dad_?" He said dad with a slight pause, cringing with anticipation at his uncle's response. With some out of character luck, Roy began to suddenly stop crying. After a few moments of silence, years of agony for William, his uncle slowly looked up at Will. He took his arm and hurryingly wiped it across his face, a slight smile tugging at the corner of his mouth. His eyes were red and puffy, and they still bore a touch of sadness in them, but they also contained just a slight bit of joy. He pushed himself to his feet and said to Will,

"Will, we have to get going soon!"

The sound of Roy's voice echoed up into his bedroom, where Will had been, lost in memory. He instantly broke through, coming back into reality. He touched his face and was surprised when his fingers came back wet. He rubbed his sleeve over the remaining tears, hoping his father wouldn't notice. He placed the framed photo back on Roy's dresser, careful to leave no hints of disturbance. He grabbed the suitcase's handle and wheeled it and himself out of Roy's bedroom, shutting the door behind him.

Will had on a bulging yellow backpack, stuffed with all kinds of essentials. And, unbeknownst to his father, a large burlap sack, packed full of the little robot. Will had managed to piece the parts together, for the most part, forming a perfect white sphere, split down the middle by a black line of glass It didn't work, not yet, but Will was far from his humble beginnings of scattered metal fragments. The real challenge would be getting it functional, but luckily for Will there was a specific piece he thought could fix that problem, something he could definitely get where he was going.

He clunked his suitcase and himself down the steps, coming face to face with Roy in the middle of the room. His father was on the phone with someone unknown to Will, looking a tad distressed. When he saw Will at the bottom of the stairs his face softened a bit, looking relieved. He motioned outside, silently telling Will to take his stuff out and into the car. When Will returned, Roy was off his call.

"Gram and Gramps will pick you up from the Winnipeg Central Station, alright? They just trust you can make it from the airport to the subway by yourself," his father said, pocketing his cell phone. Will simply nodded his head.

"God, I wish there was a straighter flight to Winnipeg. I don't like this chain process," Roy said, not directly aimed at Will, but more so just stating a fact into the open air.

"It'll be fine dad. We've gone over how to get from Steele to the subway, and then it's just a matter of finding them," Will tried to reassure his father the best he could, but he could tell it had little effect.

Steele International was the airport Will would be flying into on his flight from Denver to Orion. From there he had a few hours to kill, hours he would use to purchase a specific part that he hoped could be used to restore power to the small robotic ball he carried on his back. He'd then take the subway from Orion to Winnipeg, where his grandparents would be waiting with open arms. He hadn't seen them in some time, and he was looking forward asking his grandfather some questions about his project. Questions that revealed nothing too specific, naturally.

"You know, you never really told me why you couldn't come too, you know?" Will asked his father, who had neglected to give his legal son a straight answer. Roy broke out of his thoughts and turned to look at Will.

"Oh, you know, I gotta' lot of work, and they probably don't even wanna' see me, and…" his voice trailed off, his hand scratching at his neck. Will saw the signs but decided to give his father the benefit of the doubt. Besides, Will pretty much knew why. He always sensed the feelings his grandparents held for Roy. Feelings of resentment, just slight, but there, nonetheless. The crash, combined with the death of Linda, did nothing but hurt Roy's relationship with his parents. Really, though, he just wanted to hear the truth straight from Roy's mouth. And he knew he wouldn't be getting that right now.

After about a half hour, a very _hectic _half hour at that, Will and his father were in their black pickup truck, all set and ready to go. The drive to Denver International was a short one, but long enough to give Will just a bit of anxiety. His stomach began to flip-flop at the thoughts of getting lost or anything bad that could happen when he was by himself. As much as he loved to be a loner at school, he much rather would have someone tell him the instructions directly, rather than forcing him to find them out himself. He was almost sad with school ending so soon. It would give him more time to work on his secret project, sure, but it was perhaps the only place left for Will to socialize. Without school, Will felt even more alone, even more pathetic. Perhaps he needed to make a few friends before the end.

These kinds of thought followed Will through the streets of Denver, breaking apart right at the entrance to the airport. He busied his mind by moving the luggage from place to place, helped by his father, of course. They made their way through security fairly simple. At one point, Will realized his mistake of bringing a secret metal orb into the place filled with metal detectors. For some reason, reasons that granted Will a rare bit of luck, the monitors picked up no trace of the ball in his pack. Perhaps the burlap was constructed in a special way, or perhaps it was some other reason entirely, something Will would have no idea about. Whatever it was, Will was very thankful. The last thing he needed was getting held up by TSA.

Roy couldn't follow Will through security. He gave him a quick but tight hug, and they each muttered some variation of "love you" before Will's father was forced to return to his truck. His parting wave would be the last thing Will would see of him for a while, much longer than a week at his grandparents. Will then relaxed for the time remaining between now and his flight, until he heard the fated voice arrive over the intercom.

_ "All passengers of the 2:10 flight from Denver to Orion are able to board now," _the cheery, almost robotic voice sounded through the large open seating area. Within minutes Will was seated, buckled in for a long flight ahead.

It took a lot shorter than Will expected. The plane touched down only about two and a half hours later. Honestly, it could've been any number of hours for Will. He utilized the flight time to take a long-awaited nap. He retrieved his suitcase and backpack with minimal problems, stepping out into the chilly air of the Jewel of the Midwest. It was rush hour in the city, and Will could certainly hear it. He saw a few desperate people waving for cabs with little success. Fortunately for Will, his destination was within walking distance from the airport. He popped the wheels of his bag open, wheeling it away from the chaos behind him. He was headed for Cloud Park, a rather grassless and nature barren land. It was much more equivalent to Times Square, stores and billboards advertising who knows what. For someone who didn't know where they were going, navigating Cloud Park could be a nightmare. It was a good thing for Will that he knew where he was going. He reached the Park in just a little over a half hour of walking. Long enough to make him ponder about hailing a cab, but just quick enough to persuade Will he didn't need it. The airport itself was practically built on the Park, and Will could still hear the sounds of planes taking off, but barely. Replacing the sounds was the noise of society. Cloud Park was filled with everyone and everything, from mascots of popular culture, to the occasional celebrity. Mixed in with all of these, however, was the people. They milled around, taking photos, entering and leaving the shops and restaurants. Most of them were tourists, even more of those wearing that fact proudly on their sleeve. Will had little time to admire the Park, however. He was a man on a mission, and he wasn't about to stop for a tourist trap, no matter how grand it might've been. He did manage to give the statue towering up above a passing glance though. The Statue of Justice stood tall, unwavering against the fierce wind, chilling the air even in the spring. Will could sense the pure energy radiating from the metal man, pouring down onto the city below. He gave it a slight salute before rolling away into the crowd, heading for a very specific store.

It may have been efficient for Will to ignore the hordes of people in the Park, but it might have cost him in ways he wouldn't even know. In the middle of Cloud Park was an elegant fountain the size of a swimming pool. It was graced with beautiful designs etched into the marble, but most of all, it gave many a traveler a place to sit down. Will gave little indication that it existed, but it wasn't the same for the other end. A trio of teens had found their way onto the fountain for a quick rest. Unfortunately for them, school in Minnesota wasn't off like it was in Colorado. Still, a trip to Orion wasn't the worst way to spend their time. Truthfully, the three weren't supposed to be there, exactly. Not that anyone can really tell a teen not to do something.

Two of them were chatting with each other, a dark-skinned girl with frizzy black hair and a tanned blondish boy. One of them just sat straight ahead, their eyes trained on the hurried boy with the backpack and the suitcase. She wore a bright red hoodie, matching with her bright red hair, pulled back into a large ponytail. When the boy dirfted out of her sight she took off her plastic framed glasses, wiping them with her sleeve. When she decided she couldn't find him anymore she reached into her backpack, pulled out a good sized onion, and took a bite.

William expertly maneuvered around the milling people, pushing people out of his way and dodging the ones who didn't comply. It was a bit of a culture shock for the boy, because even living in a city like Denver was nothing compared to the streets of Orion. He almost felt bad for the sidewalk, trodden on like dirt under a horse's hoof. The stores around him gleamed quite nicely, shining lights to attract a wandering eye, but those weren't the ones he was concerned of. He was more interested in the lesser known, the stores hidden away from the average person.

After a few blocks in Cloud Park Will took a sharp left turn into what appeared to be a dead-end alley. If Will remembered correctly, however, the narrow passageway would eventually open up to a much more secret marketplace. Not exactly a black market, but they didn't quite exist for the random passerby. Will's memory served him right, and after a couple minutes weaving through dumpsters and the occasional bum, he found himself in a large industrial park, a wilted tree cutting through the center. There were stores here, but they didn't advertise themselves as nicely. Or at all. They were as secret as secret could get in a city like Orion. The only way to tell them apart was their rotting wooden signs, spray painted with their names or products. Will needed none of this, though, as he knew exactly where he was going. A small store dug out in what appeared to be an old apartment lobby. It wasn't a very large area, but big enough to have enough space for what Will needed to get done. He looked around to make sure no one was stalking him and made his way into the shop, careful not to knock over the store's sign, _Big Jean's Machines _spray painted sideways on it.

Will almost laughed when he heard the jingle of a bell as he opened the door. The thought of this dirty old store having something as innocent as an opening bell just made Will confused, enough to warrant just a little bit of humor. The humor faded, however, when he saw the hulk of a man sitting behind a dusty counter. The shopkeep, Big Jean most likely, was nearly 6'2, although he was currently reclining in an old black office chair. He wore only a stained grey tank top, allowing his bulky arms to show themselves to the world. His hair was in wisps of brown, even though he looked to be quite young. Perhaps twenty, or early twenties. His small wire frame glasses seemed comical on such a man, but there was little comical about the way he stared at Will.

"Well, well, look what the cat dragged in," he said in a deep, threatening voice, cracking an ominous grin at the boy.

"You have no idea," Will muttered to himself, slightly amused at the coincidence. "I'm looking for Joe? He's expecting me." Will tried his best to look strong, but his voice cracked twice in the sentence and he was sure his knees were a few seconds away from cracking against each other in fear. Big Jean stared at Will for a few moments, perhaps judging the legitimacy of his statements. Then he turned toward the back of the room and shouted into the darkness that lay beyond the doorless doorway.

"Joe! Gotta' boy here. Says he's with you!"

After a few short moments Will began to hear a clanking in the black abyss. Moments later a short man came hobbling out of the room behind them. He wore a clean white lab coat over his black clothing. He had thick goggles strapped to his eyes and a hand grabbing at a bag full of metal parts.

"God Will, you're thirteen minutes late! You could call you know, especially since you know exactly how paranoid I can get about about this sort of thing. Please, come with me," the short mechanic said, turning around and strolling back into the black.

"I'm really sorry Joe, you know how far away this is from the center of the Park. I also know for a fact you probably wouldn't appreciate me coming in a cab, would you," Will apologized, grateful to be out of the shopkeeper's eyes. Joe just rubbed his eyes and muttered something about how terrible a choice it was to bring Will here.

After a couple minutes of walking Joe finally found a place he was satisfied with and turned on the lights. Shelves upon shelves of machine parts lay draped around the two of them, leaving Will in awe. One day he hoped to have this kind of inventory, perhaps minus the illegality of most of them. Joe reached up as far as he could and grabbed something off of a mediumly high shelf. He took a few quick glances around him before he turned back to Will.

"You're a good customer Will. You know that's the only reason you're getting this part, right?" He looked a little nervous, anxious even. "This thing could get us both in serious trouble, so I'm trusting you know what you're doing?" Will tried to look disgusted, but it came off more like a grimace.

"C'mon man, when have I ever let you down?" Will asked reaching for the container Joe held in his hand. He knew a large piece of the puzzle could be solved with just that one part.

"Several times, in fact," Joe replied, inching the part away from Will's outreached hands. Will felt a little annoyed, but he tried to mask it. He delved deep into his pocket for the payment.

"Look, I'll pay double the price, and I'm picking it up in person. Don't you think I can handle this?" Will questioned the short man, who simply grumbled in response.

"What's the catch? I never ask for anything above the listing price," the man asked skeptically.

_Now it's my turn to argue, _Will thought, but he didn't say that. Instead, he offered his request: "All I need is the part and a place to work. Something private, undisturbed. After that, I'll get out of your hair and never come back again. In person," he said, adding the last part with a small smile. Joe looked around again, wiping away the sweat soaking up under his lab coat. His glasses were beginning to fog up and he was forced to pull them off revealing the red rings they had left indented on his face. After a few seconds of silently debating the offer, Joe extended his empty hand to Will, who graciously took it in a handshake. Joe's hand came back with the cash and, upon checking the legality of the bills, handed Will the container. He gave himself a mental pat on the back before checking his phone for the time. After shooting his father a few texts about his landing Will checked the picture of the part he needed and the part in the box. Trust was a pretty small thing around this area, it seemed.

After both parties were satisfied Joe them both to an empty workspace before he left to count his profits. When he was gone Will quickly ripped off the lid to the container, holding the small part up to his eyes.

"$300 for you, huh?" he asked the little piece. "You know they say you're in bomb robots and military drones, right? Let's see how true those rumors are," Will spoke to it, setting the piece back on the table. He unzipped his backpack and pulled the burlap sack out from under a good amount of clothing and mechanical supplies. He carefully gripped the smooth sphere and placed it on the table as well. He grabbed a few tools from his backpack and started working.

It took about an hour to get everything in place. He had to split open a side of the little robot to put the not-so-legal part in, and then had to make sure everything worked properly before putting it back together. Joe had come back into the back, explicitly trying to avoid whatever Will was working on, but not strong enough to avoid sneaking a few glances. He also wasn't stealthy enough to do so without Will noticing, not that he minded much. He doubted he held the most suspicious piece of technology that had been in Big Jean's Machines. After Will felt like everything was in place, he clasped his hands together to mutter a quick prayer, or perhaps it was a desperate wish of success. When he felt he was ready, Will stuck out his finger, slowly extended it towards the little ball, and tapped a button he had found built into the robot, hoping it was the ON switch.

It was the ON switch, luckily, but it didn't go exactly the way Will had wanted. A few jolts of energy could be seen moving through the sphere, but it soon flickered out, leaving the ball looking even more dead. Far away stood Joe, who may or may not have been watching the whole sequence. He cleared his throat, causing Will to spin around to face him.

"I-I know I wasn't supposed to observe, but I couldn't help but notice your faulty power source. The part I gave you only works on its own in some specific scenarios. I'm guessing that's not one of them," he told Will, who realized what he was saying quickly.

"I need another part." Joe chuckled to himself at Will, and slowly walked up to him, feigning blindness by throwing one arm over his eyes. When he was close enough to Will he stuck out his other arm, grasping a large tube-like object.

"On the house," Joe said with a smile before quickly walking out of the room.

Sure enough, the man was right. It took Will only a few minutes to attach the tubing from the little power source he had just obtained to the large battery pack he had installed in the floor of his backpack. When he hesitantly pressed the button again, jolts of energy once again ran through the ball. Now though, they stayed, stabilizing. He watched the white lights bounce around the glossy black strip running down the robot for a few minutes before feeling satisfied with his visit. He turned the robot off and place everything back into his bag. When everything was packed up he said a quick goodbye to Joe, a quick nothing to Jean, and headed back out in the air, heading straight for the subway. Little did he know that he was about to become public enemy number one for a certain crazy bearded man.

* * *

A certain crazy bearded man was pacing around the metal confines of the engine when it happened. The past several months had been filled with many a failed experiment, each leaving Andrew with a sense of frustration and bitterness. He found his new position to be much more difficult than he had expected, and losing Amelia was constantly remembered with each failure. The Cat gave the occasional piece of advice, but it wasn't nearly enough for Andrew to consider it a replacement. In order to maximize his knowledge gained from the feline Andrew had to switch tactics. Threats and punishment yielded little rewards, so the Officer started to relax his grip on her, hoping she would return the favor with information. She was allowed relative freedom around the engine, utilizing this usually to torment Andrew in various ways. He hated it, but it gave him the best profits, and those were desperately needed by the haggard man.

His boots sent waves of sound through the otherwise silent car, the Cat perched up high in a makeshift balcony. When the Steward vacated the premises for whatever reason the Cat would pounce up to the spot and hurl snarky comments at Andrew, who had little means to prevent her from saying them. He would grumble and threaten to call back his monster, but he never did, so the Cat never stopped. Sometimes, though, she simply watched the man angrily brood for hours, an entertaining sight indeed. It was what was happening now, as Andrew clunked around the metal chambers.

Suddenly, something flashed bright red. In the corner of the car lay a huddled mass of computers and other technological devices Andrew had materialized with his handy orb cannon. He ran many experiments and observations from that area and now every screen was covered in a flare of red light. Alarms began to sound from the computers as a robotic female voice made herself known.

"_Attention. Alert. Attention. Alert." _the voice said, continuing to repeat those two words, echoing throughout the room. Andrew was broken out of his thoughts and looked over at the pile of computers. His face quickly turned from one of great ponder to one of great confusion. He looked up to the Cat who wore a similar expression.

"What's going on?" Andrew shouted up to the Cat. Her face wrinkled a bit as she worked out how she wanted to answer.

"Something extremely interesting, it seems," the feline replied, her bold attitude masking the pure confusion she felt. She was about to make more snarky comments when a loud metallic thud could be heard from on top of the engine. After a few seconds the Steward slipped through the gaping skylight that was still on the ceiling of the car, and something Andrew promised to repair but never did. The robot had a sleek redesign, and the silver face it once had was now replaced with a glossy black mask, much more threatening, if that could even be achieved. The fire in its eyes no longer glowed blue, instead reminding the Cat moreso of a bright campfire, or perhaps a large wildfire, burning an entire forest in the distance. The Steward had apparently responded to the alert rather quickly, or perhaps only let the alarm activate when the robot was close enough. Whatever the case, the Steward sunk down into the engine, snaking its limbs all around the Officer.

When the Steward felt like it was in a strategic position it lowered its gleaming black mask right in front of Andrew's face. A face that had grown quite red, and quite sweaty from frustration and sudden fear. He waited for his monster to initiate something before shouting at it.

"Well!? What the blaze is going on!?" Andrew screamed at the robot that lay in front of him. He wasn't exactly sure when he began to use the word blaze, but it sounded like something a conductor might say, so now he used it whenever he could sneak it in, to make himself feel more respected, more noble. The Steward didn't respond, and the Cat immediately knew why.

"You must know by now that thing only responds to beeps and whistles, right?" the Cat asked quite lazily in her French accent. She knew the man was sure of how to control the robot, but she wanted to get under his skin before he realized his mistake.

And get under his skin she did. Andrew, already in a sour mood by the quick change of events, scowled up at the feline with as much cruelty as he could muster. He then turned back at the Steward and reluctantly repeated his question, this time clutching the wired intercom system he had used to control the robot so many months ago, and what he used to control the Steward every day. He figured he'd get used to it, but it seemed changing how you talked to something was easier said than done. This time his monster looked over at the mound of computers, perhaps relaying the information from one end to another. She then turned to face its master once again, passing on the information it had either just received or gave away.

_We have received a report of Target One's activation. It has been located back on Earth."_

Despite the new upgrades the robot had gotten, Andrew had neglected to augment the original voice settings, and as such the Steward spoke to the Officer in its usual warbly tone. A voice that didn't match the body. Andrew could deal with that later, however, he was much more concerned with the events unfolding in front of him.

"I'm sorry, I just don't remember searching for 'Target One.' what exactly have we located?" Andrew asked, surprised on the silence he was given. It took him less time to figure out the cause, though, and he didn't even require a helpful hint from the Cat. He stamped his foot in frustration before carefully repeating his question into the little microphone radio, the noise coming out in sharp beeps that made it hard to hear the spoken words behind it. The Steward gave only a slight pause before answering the Officer. The pause was long enough for the Cat to realize what the robot was saying. Before she could emit even a gasp, however, the Steward gave it answer to the man.

"_The Conductor has been located. He is functional."_

The news shocked both the Officer and the Cat, the latter sticking her tail straight into the air, her hair frizzing upward. It might have been hard for Andrew to stick up his tail in disbelief, but he definitely tried. He attempted to lean on the Steward for support, but he slipped and almost fell onto the metal floor. After a few seconds he managed to regain his composure. He stood up as stiff as possible and raised his little radio up to his mouth. He cleared his throat (a noise that didn't emit any sort of beeps or sounds from the intercom) and wiped the sweat of his brow.

"My monster. We shall have triumph at last." Andrew glanced upward at the balcony he had constructed, but saw no glimpse of the Cat. He doubted she would run away. Not after what happened the last time she tried. Most likely she had backed away and curled herself into a ball out of fear. He couldn't exactly blame her. "No longer shall we live in doubt, in _fear!" _His voice echoed around the empty room, almost as loud as the beeps that followed it. He looked back into the burning but cold, bright but unfeeling eyes of the Steward. He spoke the final words with just a whisper, and no one but himself would ever hear the words themselves, not over the deafening sound of the beeps and bloops it was translated into.

"Monster. I want you to head straight for that ball. Stop at nothing, _be stopped _at nothing, do whatever it takes to find that mess of code and metal. And when you do find him, when your cold, snaky limbs wrap around the sphere. I want you to destroy that thing, and make sure it never, ever, activates again," he spoke, the powerful emphasis of his words lost in translation. The monster stood upright, or about as upright as a robot like the Steward could be. It waited for a few seconds before looking down at Andrew, giving him a look of acknowledgement. Then it launched itself into the air, like a squid would in the ocean. Its tendril-like limbs clung to the roof of the engine before slipping through the hold and out of sight. Will presumed it either had the ability to cross at will, or would be waiting for the arrival of another passenger. Not that the latter would take very long. Ever since Andrew took charge, the Train was filling itself with new people, new victims. Andrew couldn't be bothered to care or to notice, he was far too busy with his experiments, his work. But they were there. All of them, riding the Train into the glorious beyond. Andrew was going to get back to work as soon as the robot left, but something possessed him, and he ended up crashing onto his fancy throne, sliding into dreamland. Far away, William walked casually on the streets of Cloud Park.

* * *

The sun dipped low on the horizon of Orion city. The sun had begun to set earlier and earlier each day, as it would continue to do into the days of winter. Will sat on a stone ledge on the outer border of a rather large fountain, carvings of several Greek mythology figures bolstering the large stone bowl, filled to the brim with water. His train left just after sunset, so Will was itching to get going. He had a few hours to kill after leaving Jean's. He debated staying and working longer on his project, but he doubted it would matter in the end. Besides, he was able to see quite a few important landmarks and stores around the Park.

Will feasted on his dinner, a couple cheeseburgers from a generic fast food restaurant. He was busy polishing off his fries, completely unaware of the events that were happening all around him. Far away, seated once again on the cold stone of the brilliant fountain, was Tulip Olsen, now surrounded by her fellow classmates. She felt pretty proud with volunteering the spot as their meetup area, giving no mention as to the true reasons behind her motives. She scanned hopefully into the crowd, and was happily rewarded with the sight of the mysterious boy. She didn't exactly know what her fascination was with him, but he was most definitely a peculiar individual. A small inkling in the back of her brain wanted to believe that maybe she could pick out past passengers of that marvelous train so many months ago, but she eventually deduced that to be wistful thinking. In all of the time she had been returned to her glorious home up in North Branch she met not a single other passenger. Eventually she decided it was time to get on with her life. She was thirteen-and-a-half years old now, she'd be going into high school in less than a years time. She was ultimately forced to push all of that stuff behind her, remembering the fond parts and trying her best to forget the not-so-nice stuff.

Tulip was just a few minutes away from talking herself into getting up and talking to the boy when her friend finally caught her staring.

"Ooooh, someone hiding something?" her black haired friend asked, leaning over Tulip's shoulder, following her gaze. Tulip blushed, but it had nothing to do with the romantic feelings Mikayla was insinuating. Even Mikayla was sheltered from the truth of Tulip's secret five month break, so Tulip wasn't inclined to share her true feelings about the sight her friend had witnessed. Tulip was struggling to come up with a reasonable excuse that didn't humiliate her further when she heard the sirens. Relieved, Tulip turned to catch a sight of whatever was making those sounds, along with most everyone else in Cloud Park. She saw very little, but heard the sounds of the clamoring crowd, their voices rising quickly. Tulip pushed herself onto the stone seats carved into the fountain, attempting to see over the heads in the Park. She could barely hear her teacher chaperones over the sounds of the crowd. Tulip was able to spot several police cruisers, each one sporting their signature yellow letters on the side, _OPD. _Each one had their sirens blaring and each one made their way straight down Main Street, or whatever street cut through the middle of the Park. Cars rolled to the side to let them pass, but many cruisers didn't even wait for them to come to a stop. Tulip witnessed more than one side mirror get chopped off by a speeding patrol car. Whatever they were racing to, it must've been extremely important.

Tulip spotted another friend, a girl named Charlotte, shoving her way through the crowd, trying to make her way towards Tulip and Mikayla. She was shouting something at them, but Tulip couldn't make it out what she was saying.

"-get out, they wanted everyone to move, but I just don't know why," Tulip could finally figure out what she was trying to tell them, she just couldn't figure out what it meant. Before she could get anything more from Charlotte, however, a sudden scream was let out from far in the distance. The Park fell into a quick silence before the shouts emerged once again. This time though, they were for a different cause. The entire city was covered in darkness, a blanket of night falling over Orion. Grids of lights quickly failed, plunging the city into even more chaos. The only lights remaining were the flashing lights of the cop cars, brilliant red and blues bouncing off the now dark walls. Tulip suddenly felt very afraid.

Across the Park, Will Turner felt a similar sense of fear. The sudden blackout of Orion, the storm police cars, the utter confusion of the crowds, it all culminated into a maelstrom of chaos. Will could barely even make sense of what was happening. He spotted several figures parading themselves around the edge of the fountain, spotted the shining red and blues of the squad cars, now one of the only sources of light in the city. Then there was the screaming. It started as a far away murmur, but spread itself through the hordes of frightened people, Now, with the blackout, people attempted to back away from the center of the city, shoving each other out of the way in a mad dash to escape the confines of Cloud Park. People jumped out of their cars, many flooded the closest building they could fine, any sort of space out of the way of the mob. Will was forced to crawl back into the ledge he was sitting on, shielding himself with his backpack and luggage. The screams and shouts grew louder now, much more agitated. Will lifted his head and saw a large mass of people arriving from a big street that branched off from the Park. The buildings were dark, so it was hard to spot any sort of specifics, but Will saw what must've been thousands of people all running together, away from whatever lay in the blackness. Moments later, Will his first glimpse of it.

They all saw the eyes first. Smoldering orange embers, piercing through the thick shadows. The face was harder to pick out, but as the thing moved closer some could make out a brilliant black mask, highlighted only by its fiery eyes and the dying light of the sun. Sounds of smashing glass could barely be heard over the chaos that was the hordes of people, but it was there. Those that heard it didn't understand where it was coming from, but they soon got their answer. Hundreds, if not thousands of tentacle-like limbs were pushing against office buildings, shattering the glass to give the monster handholds, or whatever the appendage it grabbed with was. Clawholds?

The Steward lept from building to building like a trained acrobat. Compared to the grand pillars of steel and glass, the monster was relatively small, but this did little to assuage the public below. To them, the Steward was an unknown supervillain, a fantastical machine straight out of the comic books. It could be the size of a real spider and it would frighten the people. No one had ever seen anything like this, at least not it real life. Some were petrified, frozen with fear. Some cried, some shouted, some attempted to gain control of the crowd, a fruitless endeavor. Most, though, simply ran. They raced anywhere they could, choosing to ignore the bizarreness of their situation, desperately trying to get away from whatever was chasing them. Or rather, what they _thought _was chasing them. The Steward could care a lot less about those running beneath its many feet (hands?). It swung from building to building, scanning the area for a functional _Target One, _to little success. Without the unit being active, the monster had a great challenge pinpointing the exact location. It could tell its former master lay somewhere in the city, somewhere in the middle of Cloud Park. Unfortunately for the Steward, that wasn't enough. And it doubted those dashing under it would be free for a few questions. Until it could detect a significant movement of the ball, it would have to keep the city in a panic, peering down over the citizens like someone would peer into a pet's enclosure.

Down below, William was having a very difficult time staying calm. The monster jumping up above helped very little. He was fairly certain it was the same robot he saw back in the snowstorm, or perhaps a similar model. He was incredibly certain they were related, however, and if that silver spidery thing wanted the bag he found on the side of the road, he felt pretty sure the leaping black spider up above was looking for the same thing. He needed to seek shelter immediately. He leapt up to his feet and took a quick look around the Park. The crowd had quickly dispersed with only a few scattered clumps remaining, mostly around the fountain. He looked up and saw no sight of the spindly monster, but heard shouts from far away, most likely from more frightened hordes, viewing the terrifying body of the Steward for the first time. Will looked over to several buildings, judging which one would be the easiest to get to. He saw several shuttered doors and curtained windows. It was hard to tell what was open and what wasn't in the dark, so Will ended up jumping off the ledge and shuffling around in the dark, knocking on each door he found, each one yielding little rewards and each silently turning him away. He waddled down the dark streets, shivering from the cold, knees clattering, when he saw it. His oasis in the desert. The Orion City Subway Station. His eyes widened into saucers when he caught sight of it, hobbling over as fast as he could, clutching his backpack in one hand and his suitcase in the other. The station was shuttered, as would be expected, but Will was determined to enter. He would bang on the sheet metal as loud and as long as he could until someone, _anyone, _opened up. Even if he couldn't get in, maybe some kind soul sheltered in another building would let him in.

It took Will a few moments to reach the subway station. By the time he got there he heard the spider-monster jumping up above. He heard bits of glass land not ten feet away from him, prompting the boy to shuffle a bit faster. And then, he heard a different sound. Up above, high in the sky, higher than the pouncing monster, the sound of metal chopping through the air. Will looked up just in time to see a dot of light come flying overhead. From the sounds it made Will concluded it must be a helicopter, but military or news was left undetermined. Will mustered a weak cheer, but one filled with relief, and made his way over to the station. He rested both hands against the metal, pondering how he would go with this. After a few seconds Will took in a deep breath, closed his eyes, and started to pound on the metal as noisy as he could. He shouted whatever he thought would make someone on the other side open up, including a few phrases his father probably wouldn't appreciate. The universe was looking down on William and ultimately decided to allow him a few moments of precious luck. It was only a few seconds before he heard someone on the other side, messing with whatever held the shutter down. This mysterious person then grabbed the bottom of the metal barrier, slowly pushing it upward. Will began to help when it was high enough, muttering his profound thanks. He was about to launch into a grand tale of his heroism, facing the monster head on, his bravery unmatched, until he saw his savior's face. Tulip Olsen and William Turner were face-to-face to each other, their arms stretched upward, gripping the cold metal of the shutter.

Will didn't exactly stop because of any connection he felt with the redhead, honestly, he stopped because of the look on her face when their eyes met. A look of confusion, bewilderment even. She almost dropped her hands from the shutter, something that would've made Will a little upset. The two of them stood for a few seconds before Will spoke up.

"Hey, could you, you know, let me in?" Will asked, attempting to break the awkward silence. He also wished to get to shelter as soon as possible, mainly from the terrifying spider creature jumping around the city. As if on cue, a loud warbly sound could be heard in the distance, followed by rapid gun fire. Whether it was from the monster or something else, Will wasn't sure and probably wouldn't want to find out. Tulip broke out of her stupor at the sound, shifting her body so she could hold the shutter and let Will pass at the same time. He awkwardly shuffled around her and dipped into the dark void of the station. They both gently let the shutter fall to the floor before Will took a quick look around the whole area.

"If you're looking for a way out, you're outta luck," Tulip said, walking over a few meters to be met with a chain fence, a long metal chain wrapped around the handles. "We're locked in. Guess this entrance wasn't the main one. Man, who locks up a place _twice?_" she continued, still partially amazed at the coincidences that had been lining up as of late. First she sees what could only be the Steward jumping around in the one place she was in, and then she meets the same boy she had been paying extra attention to out in the Park. Will walked up to the fence and shook, to no avail. When he was certain it wouldn't be opened easily he turned to face the redhead again.

"I'm Will. Sorry about...this whole thing, I guess," Will told her, extending his hand out to the girl. She accepted the handshake, trying her hardest not to think of what Mikayla would think of this whole interaction.

"Tulip, and trust me, I've dealt with worse," Tulip said, attempting her friendliest smile. Will looked around the confines of their, well, confinement.

"Tulip, like the flower?" he asked, feeling around a stone wall. Tulip rolled her eyes at the unoriginal question, but Will couldn't see. He had taken out a flashlight from his backpack, shining it all over the room.

"_Yes, _like the flower. Long story," she said, only a tad bit bitterly. Will could only chuckle at her words.

"Well, I can't imagine we're getting out of here any time soon. You even _see, _that thing?" he asked, turning to give Tulip a look of amazement before turning back to look around the sectioned off station. He peered through the fence, trying to catch a glimpse of anything, a train, a person. Apparently, there would be very few trains pulling into Orion Station tonight. He silently cursed his awful luck.

"Yeah. I wonder why it's here, you know? Now?" she questioned fearfully, turning her head to face the metal barrier, the only thing separating the two of them from a potential metal spider attack. Will glanced back at Tulip, his brain shouting at his heart, truth versus logic.

You see, the two of them were in a very peculiar position. Tulip knew exactly what that thing was, where it was from, how dangerous it could be. The only thing she didn't know was its purpose. She was definitely scared. She didn't even know things from the Train could cross into the real world. What if something had gone wrong? What if the Steward was searching for _her_?

And Will, well he thought he knew precisely why that thing was here. Too big of a coincidence. He takes a bag from the spot where he saw the thing for the first time, and now its back in the one place he and the bag both are? He could only pray the monster couldn't locate them precisely. That was the thing, too. He had no idea what that thing was, where it came from, who made it. Two pieces of the same puzzle stood only feet apart, but neither made a move to explain. Will let Tulip's question die in the air as he worked his way around the room. Several minutes of searching continued to yield nothing and Will began to get frustrated. He walked over to where Tulip was sitting and angrily squatted down next to her.

"No luck?" Tulip asked, a slight smirk coming onto her face.

"No luck," Will confirmed. He thought for a moment and pulled out the burlap sack. He took a sidelong glance at the redhead, who was busy checking her phone. She looked pretty frustrated as well. Will imagined she wasn't having much luck either.

"Hey, would you mind if I worked on something for a little bit? Just a small project, I guess," Will asked, holding up the burlap sack. He debated whether to work on the ball or not in front of the girl, but decided the reward to be greater than the risk. If he could power up the thing for an extended amount of time, maybe he could get some answers. Maybe he could learn just a little bit more about the crazy thing jumping all around Orion.

"Sure, I guess," Tulip shrugged. "It's not _my _abandoned train station," she joked, both smiling at it despite their predicament. She quickly returned to tapping forcefully on her phone, as if that would help it work. Will simply untied the bag and pulled out the completed white sphere and a certain arrangement of power materials. He hooked up a thick metal cord from the pile and plugged it back into his backpack. He was about to stick the other end into a similar port he had found on the round ball when he was suddenly stopped. Tulip had grabbed his arm, blocking it from doing anything else to the white and black ball that sat mere inches away from them both.

"Where the heck did you get that thing?" she asked, her eyes much fiercer, much more hostile. Will stammered, confused about the turn of events.

"I-I fixed it up. It's m-my project?" he blurted out, trying his best to crawl away from the now scary looking redhead. She grew angrier at his answer, narrowing her eyes to an even more belligerent attitude.

"Liar! Where'd you get it!?" she asked again, her other arm finding its way to the still form of the Conductor, pulling it towards her, towards safety. Will tried to object, but Tulip pushed him back down. She was going to launch into a rather intimidating interrogation when a sudden thought occurred to her. She dropped her hands from Will, contributing much to the boy's relief. She stood up, slowly backing away from the boy.

"L-look, I don't want to hurt you Tulip," Will said, backing himself away into an opposite corner. His hands were shaking with anxiety, his teeth chattering at the cold. A sudden gust of chilled air had found its way into the closed off room, dipping the degrees down by several digits. Tulip was hyperventilating. She was quickly coming to an ominous realization.

"That's why that thing is here, isn't it? It's looking f-for him," she exclaimed, pointing a pale finger at the white ball. Will followed her gaze, understanding.

"H-how do you know that?" he asked, bewildered. Gears in his head began to turn. Maybe, if this girl knew what that ball was, what that metal spider was, maybe she could help him. Unfortunately for Will, it seemed Tulip had no intentions of helping at the moment. She could only look at him with stark disbelief.

"How do you _not?" _she asked, but much softer, almost a whisper. They stood there, facing each other from opposite sides of the room, chests heaving. In the distance, they heard more gunfire and shouts, muffled by the sheet of metal. Neither could imagine what was happening.

They stayed like that, backs pressed up against the wall, most likely for only a few minutes, but what felt like eons. Suddenly, a small light began to visibly pulse in the middle of the little white ball. Tulip and Will watched with amazement as the light began to quickly circle the black indention, cutting the white sphere into two halves. The light got brighter and brighter until it eventually illuminated the whole room, washing its white blaze of shine all over the two teens. Tulip shielded her eyes as it grew, but Will couldn't help but stare. It was mesmerizing, a glorious flare in an ocean of black. The light abruptly spiraled upward, a grand beacon stretching high up to the stone ceiling above. It flickered in the air before diving back down into the sphere. The ball stayed dark for a few seconds, and then, a small picture was suddenly projected a few feet above it, the sphere acting as a sort of spot light, a source for the wavery picture of light. Will had to rub his eyes, partially because of the burning light he had just witnessed, but also because he could hardly comprehend what he was seeing in front of him. Projected at about waist level was a quivering hologram showing the anxious form of a certain white feline.

"A cat?" Will asked incredulously, remembering the blurry form he had seen in the windshield that fateful night, recalling the little pawprints he had spotted in the snow. He couldn't believe it. Tulip, on the other hand, understood a lot more than she would've liked to admit. She was forced to correct the young boy on his mistake, despite her own disbelief.

"No. _The _Cat," she said bluntly. Her mind felt numb, like she couldn't think right. She might've said more, but it was at this moment the timid feline began to speak.

"Bonjour," she started, her eyes filled with fear but her body poised with confidence. "I hope this isn't too much of a shock for you. There is much I wish to explain, but I unfortunately have very little time alone. I hoped I would never have to interfere like this, but it seems my paws are tied. I'd imagine the new owner of this _ball _would be unfamiliar with the Train, as so many still are. Again, I have little time to inform you, but you must trust me: If you wish to make it out alive, I would imagine it would be your best chance. Big things have started ever since that thing was stolen, bad things that I wouldn't expect you to know or to understand. Just believe me, the future of the Train, of me, of you_, _perhaps of the whole world, all of it relies on you, on that ball. If you're hearing this message, it would seem you have managed to piece together the broken parts of the Conductor. No matter what the stage of progression you are in with his condition, taking him onto the Train is your best bet, for both of you. Andrew said you'd be in Orion, a place I have no interest in, but I have found the closest available spot for you. I should be able to open and maintain a gateway in the Orion Subway Station, if only for a few minutes. Please, I beg of you. You may hold what could become the most influential object in the world. Good luck. Sincerely, the Cat." The Cat gave a slight smile, ending her speech with a soft, "Au revoir." With that, the Cat's face disappeared, sucking back in all of the light it had been putting out. The room was once again bathed in darkness. A crisp robotic voice cut through the deafening silence that had been left in the wake of the feline's departure.

"This message will be repeated in thirty seconds. Please push the button to silence it," a feminine voice spoke, sounding eerily similar to that which lived in Tulip and Will's phones.

The two teens were oddly silent about the encounter. They stood there, processing what had just happened. Will tentatively walked up to the ball, pressing the button to quiet the thing, then quickly backed up into his place against the wall. They stayed like that for a bit, perhaps in shock. Then, a gasp from Tulip. Will gave her a questioning look, but didn't say anything.

"Will, she knew we were in Orion."

"Wait, _that's _the one thing you hinge on?" Will asked, almost joking. Everything that was happening felt unreal. Tulip shook her head.

"Look, I know what you're going through. I've gone through the same thing, and there are still parts about this I don't know. But if she knew where we were, and the Steward knows where we are, we could be in danger. You get it?" she asked. William could only nod obiently. She seemed to know what she was doing, which was good enough for Will. Tulip walked over to a large brown backpack in the corner of the room, presumably hers. She looped it around her shoulder and turned around to face Will.

"Is there any way you could get through that fence?" Tulip asked the boy, an aura of authority falling over her.

"Not if we stay within the law, no," he replied, shrugging.

"And if we didn't?" Tulip said, a mischievous smile coming onto her face. Despite the circumstances, Will returned a slight grin of his own.

"I could do it," he answered, pouncing over to his bag full of tools. "Just one question. What exactly is this _Steward?_" he asked, his turn to interrogate the girl.

"The big metal spider thing attacking the city," she shot back without missing a beat. Sharing things about the Train suddenly felt so natural, as if keeping them all within her brain just led to them blowing out of her when the time came.

"I see," Will said. "And I got that that was the Cat, right?" he looked over to her.

"Unfortunately, yes. I honestly can't believe she did that. Something must be seriously wrong back there." This caught Will by surprise. All of this new information was being muddled in his mind, and he elected to store less important things in the back for later.

"You know what this thing is?" he asked yet another question, this time pointing at the white ball with a pair of wire cutters. They were made for thin, electrical wires, but they'd work.

"One-One," she spoke softly, her eyes misting a little. Will could sense she may have knew the ball a bit more than she let on, but decided not to press it. He quickly got to work in clipping a hole in the large chain link fence.

"And who is Andrew? I think the Cat mentioned that name," he asked, his eyes fixated on clipping the fence in the right places. A dark shadow fell across Tulip's face. She suddenly felt very small.

"I-I don't know who that is. A lot of stuff must've happened since I've been gone," she replied somberly. Fear bubbled inside of her as she was forced to be reminded that she may not have all of the answers. Will grumbled, upset at the lack of knowledge.

"You know, you're going to have to tell me everything, right?" he said, only half joking. He was almost done with the fence, only a few more links to cut. Tulip was able to crack another smile to that.

"Obviously. But there'll be time for that later," she said, walking over to the mutilated fence. Will worked for a couple more minutes before his mind sensed something. Something wrong.

"Tulip," he began, turning his head slightly to meet her eyes. "Do you hear the Steward?" Their eyes quickly grew with worry. The sounds of gunfire and fighting was gone.

"M-maybe they took it down?" Tulip asked, not really believing it. Will was working on something in his head. How _did _they know where he was? Were they tracking-

"The ball!" he suddenly shouted, terrified. "O-one-One, you said?" he asked the redhead who gave a quick nod, her bright eyes dampened with fear. Will looked to the metal barrier, the only thing keeping the metal spider out. "They're tracking him."

Before the reality could set in for the two of them, an ominous sound came from behind the shutter. A low, warbly sound. Tulip knew what was happening, but before she could get anything out, however, a thunderous thud could be heard against the metal sheet, shaking the room and sending both Will and Tulip to the ground.

Will jumped up to his feet, racing over to his bags, leaning against the wall. He wrapped his backpack around his back and popped open the suitcase's wheels. He looked over at Tulip who was slowly getting to her feet. Will helped her up, walking them both to the fence. Another pound came from outside the metal barrier. The metal groaned from the stress, crumpling in areas. It would only hold for a few more times. Will looked back at the shutter, worried, before he grabbed the cut section of the fence, peeling it back towards him. Tulip crawled through the hole first, taking her backpack and then Will's suitcase. Will quickly followed, ducking under the fence, careful to avoid any damage. The metal gave yet another thud, several hinges popping off, sliding against the stone floor with sparks. The shutter began to fold backward, collapsing in on itself. Will gave it one last look before racing into the darkness of the subway station, following almost on Tulip's shadow. They ran for a few minutes, ducking behind stone walls, dodging abandoned bags and luggage. It was pitch black, save for a few rays of moonlight now shining through the skylights. They looked like ghosts, phantoms dashing through the underground of Orion. Will followed Tulip, running where she ran. He didn't know where she was guiding him, but she seemed to know where she wanted to go, so Will let her lead. They ran like that for a few minutes until Tulip found her destination. She slowed to a quick walk, pacing around just another dark room, muttering under her breath something Will couldn't understand. She looked upset, bitter even. She tried punching a stone wall, then clenched her fist in painful agony.

"Something wrong?" Will asked, glancing back in the direction they came from, hoping he didn't lock eyes with the fiery pits of the Steward.

"I just-," Tulip began, slumping down to the cold stone floor. "I never thought I'd have to go back," she spoke very quietly, as if even the mention of it brought back terrible memories.

"Back to what?" Will asked, sitting down next to her, but Tulip couldn't answer. She was fixated on a small light in the distance. A small, pulsing, green light. Will followed her gaze, staring at the far away light. It grew rapidly, as if speeding straight towards them. Will suddenly recognized the stone walls that lay around them both. The two of them sat right in the middle of the largest subway entrance in the station. Only the biggest, most luxurious trains passed through here. It just so happened this was the station Will would've been heading to, if it wasn't for a certain metal spider attack.

The green light was quickly revealing itself. Will figured it must be a train. He remembered something the Cat said about _the _Train, as if placing it in front of all others. It hadn't all clicked into his head yet, and he was far from mentally stable at the moment. He felt like he had just gone through a traumatic experience and was experiencing a great shock. Tulip turned her head to look at Will. She wore a look of sorrow, but spoke with a determined voice.

"I've been through this before. I may not like it, but it seems I'm going to have to go through with it again. But, if you don't want to do this, I won't blame you. I'd never have accepted it the first time if I knew what I was getting into," she said, her face glowing green in the light. She looked pitiful, and Will hardly knew what she was talking about, but she seemed to be warning Will. He thought about it for a few moments. Whatever he had gotten himself into, but it seemed to be a big commitment. He figured he would have to board the green train he saw in the distance, but for how long? It couldn't be _that _long. To be honest, he was still getting over the talking cat. His mind wasn't exactly in the right place. But he knew one thing. If he learned anything from the Cat, it was that this ball, One-One, was key. And right now, he was the only one who could fix him.

"Well, I'm assuming you're going to need this?" he asked, holding up the still form of the former Conductor. Tulip nodded her approval, a little confused. Will got up to his feet and extended his hand down to Tulip. "If you need this, you're going to need me. Whatever it is, I can help," he told her, the friendliest smile he could give her. Tulip's face seemed to grow a few shades redder. She looked almost relieved when she took Will's hand, hoisting herself to her feet. The two of them turned to look at the Train, speeding into the station. It looked exactly like a regular subway train, except all green and silver. It certainly wasn't as dirty as most subways are, it looked quite polished. You couldn't look directly into the windows either, they were filled with a bright green light. When the Train finally stopped, its doors landed right in front of the two of them. They clunked open, revealing a blazing green ocean of light inside. Tulip and Will glanced at each other. Will looked worried, scared. Tulip tried to give a comforting smile, but it did little to console the boy. But no matter how fearful he was, he felt determined. He nervously gulped, took a deep breath, and then both teens entered the green light of the Train, hand in hand. It glowed brightly, gleaming in powerful light, and then it retreated, falling back into the Train. When it was gone, Tulip and Will were gone. The Train sped away, leaving both the city and the Steward in its wake. Somewhere, most likely sitting on a rather comfortable chair, Andrew Kingston had just lost a major battle without either side knowing it.


	3. The Flower Car

**I suppose this is as good as any time to break immersion. I apologize for the shorter chapter this week. I have been sick, working on finals, and also working on the much longer 4****th**** episode, The Golden Car. I hope everyone enjoys reading my works, and if they don't, I would love to hear why. Criticism, good and bad, is one of the many things that improves writing, or art in general. If you enjoy the story enough, I would encourage you to follow, favorite, and review. :-) **

**-TheUnderdog**

Episode Three: The Flower Car

Their arrival came in the middle of the night, as if the Train was attempting to replicate the Earth. There was no moon, but there were hundreds of twinkling stars spread out across the sky. Tulip instantly collapsed upon the bed of the flora, leaving the immensely confused Will to wander around for a while, examining the area he found himself in. He was surprised by the space and the environment of the car, but it was quickly subsided with wonder and curiosity. His mind had already been shaken by the Steward and the Cat's appearance, so a plain of flowers inside a subway train was hardly a revelation. His exploration yielded little answers, unfortunately. Two large sloping red doors had been constructed on opposite sides of the field, with oddly shaped handles. They were seemingly built at random, with nothing behind the doors except open air. Will gave this little thought, figuring there would be some explanation he'd get from Tulip when she woke up. He trotted back to where she slept, kneeling down on several crushed flowers. He thought to what she had told them on that cold subway floor. She definitely didn't have only happy memories of this place, and it seemed to be that something must be rather important for her to choose to go back. She obviously was hesitant to let Will come along with her, offering him a way out, a warning. For the first time in a few minutes Will had doubts creep into his mind. Did he make a mistake? Was he putting too much trust in his new companion?

Will shook his head, attempting to clear away his thoughts like an Etch-a-Sketch. He plopped down next to Tulip, using a pile of clothes as a makeshift pillow, and falling asleep.

When Will woke up the sun had risen to the peak of the sky, probably around midday. He instinctively checked his phone, but it gave him the time back in Denver, a late afternoon. He thought about his father. What would he think? How would he even react? Losing his wife, his brother, and now his son? Will suddenly felt a rush of anxiety. If only he could-

Will froze. It seemed so easy. He glanced back down at his phone with eagerness, but his face quickly fell. No service. He returned the phone to his pocket, smoothing his messy hair with the back of his hand. His father was smart. Hopeful. If there was even a shred of hope that Will was alive, he'd search for him. He could only pray he'd make it back before that hope was lost.

He spotted Tulip a far way away. She seemed to have done the same thing Will had done, making her way around the expanse of flowers that lay all over the ground. It seemed to go on for miles, perhaps it was an infinite plain, flowers stretching as far as the eye could see. Will made his way over to her, picking up his backpack, but leaving his suitcase. She didn't notice his arrival at first. She stood, yellow flowers brushing up against her shins. She was staring at something in the distance. Perhaps it was nothing, or something both interesting and useless, like a flower that grew amongst a family of much different flowers. An outcast.

"Good morning," he said finally. Tulip looked quickly over at him, startled for a few short seconds. Her eyes were red and puffy, signs she had been crying. She struggled to meet his eyes, looking down at the ground while she talked.

"Morning. Probably, at least. I guess we're lucky here. Most cars don't even have daylight, much less a day _cycle_," Tulip spoke, her voice small in the open expanse of air. There was a slight wind that whipped the field into a wave of movement, a ripple of flowers expanding across the whole plain. Tulip had her red hair pulled back into a large ponytail, but a few strands had gotten loose and danced in the breeze.

The two of them stood there for a while, letting the wind wash over them, blowing flowers onto their legs. Will eventually sat down, leavings a boy-sized indentation of flattened flowers in the field. He took out everything he thought was important out of his bag. There was quite a few mechanical parts, tools, and gadgets. Most of them were past projects he was bringing up to Winnipeg to show his grandparents while he worked on his much more important project. The white ball rolled out onto the grass, brushing up against a wall of grass and flowers. Will checked his backpack battery, installed in the bottom. It was crank powered, meaning it theoretically could provide them with power if they ever needed it. It was prone to failure, though, and Will didn't enjoy having to rely on it so much. Tulip glanced down at Will, spotting the strewn out over the flowery plain. She saw the sphere, nestled comfortably in the field. She felt a sense of sickness each time she saw the inactive form of her friend, once lively and upbeat. She felt a pit in her stomach form each time she thought about him, his situation. Her situation wasn't much better, really. Sentience did her little good keeping her out of another mess. She sighed and fell down next to Will on the ground.

"Do you think you can fix him?" Tulip asked Will, staring right at the unmoving white sphere. Will glanced over at her, surprised. She seemed to know a lot more about their predicament than he. He continued to delve into the inescapable void that was his backpack.

"Well, I figured I was pretty close already. All the mechanics seem to fit together fine, it's the power I was worried about," he told her. "The thing wasn't built to be restarted. Whoever made this thing anticipated it only ever needing its one battery. That makes charging the thing pretty difficult," he grunted out, pulling out a familiar silver tube. He looked over at Tulip, displaying the spindly thing for her to see. "This," he said, tube in hand, "is worth its weight in gold to me." He grinned at the redhead, but Tulip couldn't place the tube's value or usefulness. To her, it seemed like just a tube. A nice, clean, silver tube, but just a tube, nonetheless.

"Well, how's it gonna help us? Or One-One for that matter," she asked, eyebrows raised in curiosity. Will was eager to elaborate.

"This thing is a U.S. military grade charging cable. It powers tank batteries, drones, those big zappy gun thingies, you know?" he said, his eyes filled with delight. Explaining his gadgets to the uninitiated always gave him the best feeling, almost like an aura of superiority. He quickly continued before Tulip could mention anything about it. "I tried booting up, One-One, I think you said, with phone chargers. Nothing. Didn't make a dent in his supply. So, I figured, we'd have to go the biggest we can go. Problem is, this thing isn't exactly being sold on the open market. I had to convince my dad to send me on a layover to Orion, the only city where I knew I could find it. It wasn't easy, and certainly not cheap, but it sure better be worth it," he ended his tangent, grinning up at Tulip. She still had her doubts about the whole thing, however.

"So, does it work?" she asked skeptically.

"Apparently. At the very least, it worked long enough to draw that metal spider thing to us. And I doubt that message from that Cat would've gone through without _any _power," Will explained. He tried his best to be confident in his abilities, but the truth was, he didn't entirely know if it would work, at least at the length that they needed. Tulip shared these fears, almost scared to ask.

"But could you get him back? Like, like back to normal?" She tried her best to keep the fear from her voice, but it creeped into her words. She spoke like Will was a doctor, desperately hoping he could heal a badly injured family member.

"I...I don't know. I guess...we'll have to find out, wait and see, you know?" he attempted an upbeat attitude, but it felt forced and fake given the situation. Overwhelmed, Tulip leaned back, letting her mass of orange hair to land on the flower covered ground. She closed her eyes and tried to think. Will felt this was a good moment to ask Tulip a question he'd been holding onto a while.

"So, you've been here before, I guess? What exactly was that like?" Will glanced over at Tulip as nonchalantly as he could. She didn't see him, however, and she moved her hands up to her temples, massaging her head as if to alleviate the pain the memories brought back. As much as she hated it, she needed to be up front with Will. The more information they shared, the better they could do, and the quick they could get off. Get off…

Tulip shot up. Her hair tie fell off in the grass, and her orange hair fell around her, messy from waking up and laying down in the flowers. She had completely forgotten the biggest secret the Train had given her when she first got on. Part of it was on purpose. Any memories that surfaced about the Train were usually forcibly submerged back under quick by Tulip, for fear of returning to that place. How good that did her. But she also wasn't the only one to blame here. Orion was cold, freezing at night. People bundled up, coats, scarves, mittens. In fact, both Will and Tulip were currently wearing mittens. The thing was, there was a certain trait the Train bestowed on each Passenger, always on their palm. Tulip figured the numbers worked as a sort of mental stability test, and those with higher numbers were less stable, while those at zero was mentally sound. Tulip had gotten down to zero a while ago and left, but now she was back. Did she lose progress somehow back home? Was she at zero, perpetually stuck in a sort of limbo? She was pretty sure she was the only passenger who came back, a frightening concept on its own. She looked over to Will, who looked at her with a face of concern. She wasted no time in grabbing his left arm, causing him to yelp in surprise. Tulip yanked off his black woolen glove, her frantic face glowing faintly in the mellow green light.

_**712**_

The number was high, much higher than Tulip's was at the start. Memories flooded back to her, most painful. If she recalled, the higher the number, the harder the journey, the longer you'd stay. In a way, she felt a sort of pity for Will.

"Whoa! What the heck is that thing?!" Will shouted, pulling his hand away, admiring the lime colored numbers on his hand. He rubbed at it, and then at his eyes as if he couldn't believe what he was saying. "What is this?"

"The Train, it, it _grades _you. That number is a sort of progression scale, like how good you're doing," Tulip explained as best she could. The wind was picking up and waved her now loose red hair in every which way. She couldn't care much, though, she had much more important thoughts swimming in her head. Her hand now burned in bright agony, begging for release. The temptation, the appeal. Her curiosity was strong, and her will was weak. She squirmed uncomfortably for a few short seconds before ripping off her own glove, staring down at the green glowing number that lay branded on her palm.

_**1**_

Tulip gasped, and Will looked over and gasped as well. The sheer absurdity, combined with the size of Will's, it was almost humorous. Tulip suddenly feared the repercussions that came from returning to the Train. She had completed her voyage, she got to 0. Now that she was back, could she have broken the system? Was she stuck there, doomed to wander the empty cars with the lowest number possible, but infinitely stuck? Tulip started to hyperventilate, shaking in fear. Will, completely unfamiliar with this, awkwardly grasped her shoulders, attempting to calm her.

"Hey, hey. Look, you have a small number. Isn't that good?" he asked, confused. She didn't seem to have many good feelings about the place. Tulip pulled herself together a little bit, enough to get words out.

"What if I'm stuck here? W-what if we aren't supposed to come back. What-what if I get down to 0, and something bad happens, l-like the Steward comes back, and I'm not there. I know about the Train, but what if I leave and you can't figure something out?" Tulip asked feverishly. She looked up at Will, hoping he had an answer.

"Ok, ok. I see…" Will lifted his hand from her shoulder, snapping his fingers. "How about you tell me about it?"

"About what?" Tulip sniffed, a little confused.

"Well, tell me everything. Mostly about the Train, but anything you feel important to tell me. I get to know everything I need to know, and you get to feel safe if you ever, you know, suddenly get zapped away, or however you leave."  
"Yeah, you get zapped," Tulip agreed with a small smile. She thought it was a good idea, a grand one at that. She instantly brightened up, determined to tell him everything she had gone through all those months ago. "Alright then. Let's start at the beginning. Hi," Tulip extended her hand out to Will. "My name is Tulip. I live in North Branch, Minnesota. And on one fateful snowy night, I boarded a Train.

Andrew Kingston hated drinking. Alcohol was a drug to his family, nothing but a problem, a virus, a plague. With that said, he was not new to drinking. There were periods in his life when he had fallen from his high hill, stumbling into lapses of alcoholism, or at the very least, large amounts of drinking. He hated himself for it, but he could not deny himself the truth. These thoughts flashed through his mind as he sipped yet another glass of champagne, begging for the pounding in his head to cease.

Morning had come and gone, leaving Andrew stuck in the awkward hours between sunrise and midday. He hadn't exactly figured out how the day cycles worked in the sandy orange wasteland, but they seemed more or less similar to Earth's. He slept through the darkness and the twinkling brightness of the night. Like the car the two teens had arrived in, the night sky featured no moon or anything of the like. When Andrew awoke, it was usually for the few rays peeking through the large hole in the top of the engine. Currently, however, Andrew had received very little sleep in the past 24-hours. His eyes had several dark rings around them, and his hair and beard looked even more unkempt than usual. He was running on pure drink alone. He was surprised to find the alcohol orbs Amelia had stashed away, but not overly shocked. Loneliness was a struggle, and there were many took the easy solutions. Apparently, Andrew was included in that group of people.

He rested his back against his sturdy armchair, one hand bracing himself, the other clutching a small glass of golden liquid. Each time he took a sip, he felt his hand shudder and rattle. He had kept his fingerless gloves on his entire trip, mostly at least. Andrew was a curious person by nature and could not keep himself from checking out what it was. He had seen what was there, and what _was _there was frightening. He had spent weeks wondering about its existence before he had encountered the Cat. She was reluctant to give details, but Andrew was not a dumb man. He could tell the Train was grading him, sizing him up. If his number was anything to go by, the Train did not enjoy his presence. He hadn't looked at it in months, and likely wouldn't for a long while. But every time he did something 'wrong,' he felt the familiar shutter of numbers flickering ever so slightly. The Cat herself sat perched on her balcony, watching the scene below with intense curiosity. The Officer had apparently not discovered her act of betrayal yet, although the Cat feared it could emerge at any second. The third inhabitant of the room sat hunched over, peering down upon its master. The Steward had suffered minimal damage in battle, save for a few bullets' scratches on its otherwise silvery face. It had patiently listened to each harsh word Andrew had thrown at it with strict obedience. He had to commend its creator. Whether it was Amelia or someone else, the programming, the design, it was all perfect. Well, apart from a few small details.

"I really just want to get this straight," Andrew said, pulling his hand away from the chair to rub at his weary eyes. "You're _the _machine. You could probably take on entire _armies _if I put you up to the task, but retrieving the _one _thing that could end us _both_, you suddenly become inept." The Officer looked disappointedly at his monster, seemingly ignorant to the lack of understanding the Steward held for English. "And now, it's my problem. For reasons beyond my understanding, it seems this Train has a tad bit of sentience. Perhaps even a sense of destiny." Andrew took a long sip of his drink, trying his best to ignore the ripples under his glove. "The ball has...returned, partnered with a couple of _children_. Now, I will let you try to make this up to me, and-" Andrew was suddenly interrupted by the harsh laughter of a certain pale feline. He furiously glanced up to her, eyes blazing with frustration. "Something you'd like to _ask?"_

"Oh, I just found your proposal to be rather...amusing," The Cat smirked down at the angry man, hiding her worry behind her smile.

"Well, I would _love _to hear why," Andrew fumed.

"_Well_, you seem to be ignoring the, _fairness, _of sending a large spider-like robot to nab a _ball_ from two _children_," the Cat said, lazily admiring her sharp claws, flexing them out of her paw. Andrew was seconds away from ordering the immediate death of the feline, on the other hand.

"Why on Earth, would I care about the _fairness _of this situation, Cat?" Andrew asked, gritting his teeth.

"Don't you see what's happened? You tried to steal this Train, and it sent that ball to Earth. You tried to steal it again, and it sent it back here. What do you think will happen if you go and try and steal it again?" The Cat let those words hang in the air, her smug persona hiding her fear. Andrew wanted to make a quick, witty statement, but the longer he thought about her words, the more they set in, and the more he got worried. He shakily set down his empty glass on the ground.

"W-well, how would I win _fairly_? I mean, like, how would I even begin win? How would I even do what Amelia did, how could I play fair?" Sweat began to form at his brow.

"Well obviously, not like what you're doing. You want my advice? Indirectly is key. You want to trick the Train; you must trick your opponent. Your enemies," the Cat explained. "And maybe, eventually, you can have your _entire _win. But you cannot fight the Train by yourself."

Andrew nodded, his mind far away. He slumped down in his chair, flopping against the comfortable cushions. He unconsciously fingered the fringe of his glove, seconds away from pulling it off. He caught himself at the last second, yanking it away. He spent several minutes pondering his options, thinking about what he could do, what he _should _do. He soon reached a decision, much to the anticipation of the Cat. He took a long gulp and wiped his sleeve against his forehead.

"Well then. I understand what my choices are here. Confrontation," he paused for a few seconds, carefully choosing his next words. "Confrontation is perhaps not the best solution. Perhaps not a solution at all. And if I'm forced to play by the Train's rules, then I will definitely make sure I play them as best I can. We'll plan first thing tomorrow morning, of course. If you'll excuse me," Andrew said, hopping out of his seat with renewed energy. "I really must get some sleep."

"So, let me get this straight," Will began. He was laying down in the grass, staring up at the clear blue sky. He wondered why the sky was blue, especially with no visible ocean or major body of water. His public education was showing through. Several flowers blew past his field of vision, bumping against his face. He glanced over at Tulip, who was laying down nearly perpendicular to him. Her hair was still tieless, and it blew over a large portion of the field. She had plucked several nice flowers out of the ground and placed them in the mass of red she had. She had tried to calm down from her frantic moments a few hours ago, instead choosing to tell the grand story of her stay on the Train to Will, sparing no small detail. With each minute she spoke to him, she felt a little better, as if reliving the experience could put her fears at ease. She had debated going to a therapist back home, something her parents encouraged, but she ultimately decided against it. Strangely, this whole experience on the field reminded her of something akin to therapy. She half expected Will to, 'ask her how she felt.'

"So, you ran away from home, correct?" Will asked the redheaded teen. She shuffled uncomfortably on the ground.

"I suppose so, yes. I'd rather not get into details just yet, you know?" She lifted her head to meet Will's gaze giving him a sympathetic look.

"Noted," Will said giving her a smile to show her it was alright. "That's when you got on the Train then?" he asked, quickly moving along. Tulip answered with a slight nod.

"You met, One-One? Him, I mean," Will continued, holding up the husk of the Conductor high up into the sky. Tulip once again gave her nod of approval. "You traveled through the train, meeting both a talking dog _and _cat, that spider thing, and…" Will trailed off, struggling to come up with more details. "A mute crystal man, I believe?" Will looked to Tulip for answers. She rolled onto her side, propping herself up by the elbow.

"Among many others, yes. I think there may have been a few dinosaurs in there as well," Tulip joked, flashing a lopsided grin in Will's direction.

"Then there were the tapes?" Will asked. Tulip physically cringed at those memories. Her historical revisionism of what she remembered always liked to irk her at the worst times. She expected it to continue for quite a while.

"Yeah...not the best time I had there. That Cat...I guess I don't like how she seemed so desperate to make sure she could help us. She once told me she always did the right thing, but I'm afraid that meant something more than I thought of at the time," Tulip spoke her worries, hoping Will could give her some insight.

"Well, she got us out of there, didn't she? She may have saved our lives. Who knows, maybe you gave her a change of heart?" Will proposed. Tulip really wanted to believe it, but it just seemed so out of character. So foreign, especially for the foreign feline.

"I guess so," she murmured, not really comforted. Will cleared his throat to break the slight awkward silence that soon followed.

"So then, that's when you met yourself?" he asked. Tulip blew a few stray strands of hair out of her face.

"Yeah, wow, I don't even know what to call her. I mean, I know she wouldn't like something like 'Metal Tulip' or 'Mirror Tulip.' Who knows, she might've come up with something entirely different," Tulip thought out loud. "She was rebellious, but for good reason, I guess. I don't know how _I _would do trapped there for twelve years," Tulip continued. Will thought about that for a few moments before going on.

"And then you met her, didn't you?" Will asked. It was a simple question with a simple answer, but it made Tulip tense up and freeze. It was hard enough to tell Will about her first encounter with Amelia, much less hear him talk about it. In her mind, she was all the way back there. The smell of burning plastic sizzling in the air. The clanking of metal on the linoleum floor under the broken ball pit. The high pitches of the bleeps and boops that thing had made. What it had told her, what it had done to Atticus. What it had done to her friend. Tears began to form at the corners of her eyes, but she blinked them away before Will could take notice.

"Yeah. The Conductor. Real powerful person. She...she didn't take too kindly to my actions against her," Tulip explained, her eyes drifting away from Will, staring far out into the clear blue sky. Will could take a few hints.

"Alrighty then," he forced a laugh, quickly moving to the last few events. "But you did it, right? You zipped on over to the engine, took out the Steward and that ugly mech suit, and defeated Amelia!" Will pumped his fist up into the air as if to cheer up Tulip. She simply shrugged, or shrugged as best as she could leaning on her side. Will coughed into his hand awkwardly. "Anyways. You won, got to go home, and hid the truth out of fear, correct? No one knows, not even your parents?" he asked her. Tulip met his gaze again.

"No one, except for my dad. Don't ask why," she said. Will was immediately determined to eventually ask why, but he was forced to put a pin in it for the time being.

"And now, you're back. We're here. On the grand and glorious Train," Will gave emphatic hand motions, mocking their situation. Hide the pain, the fear, and hide it with jokes. It worked, at least. Tulip gave a smirk before they locked eyes for a third time. Will reached out and grasped her shoulder. "Hey. We're gonna be fine, right?" Tulip's smug smirk morphed into a sincere smile, sad, but optimistic.

"Of course. What choice do we have?" Tulip asked, earning a determined nod from Will. He lifted his hand off of her and pushed himself to his feet. He lowered his hand down to the redhead, the wind whipping his short brown hair.

"C'mon. Let's check out this place. Besides, we aren't really doing much good just laying here, right?"

Tulip took his hand, pulling herself up to her feet as well. Her mass of red hair was littered with grass and flowers, and, just for a small second, Will's heart fluttered. It returned to normal quickly, however, so he paid little attention to it. She nabbed the hair tie from the ground, wrapping it around her dirty hair. She shook it around, trying her best to get rid of the mess. Will picked up his bags, delicately placing the inactive ball of One-One back into his backpack.

"Don't worry buddy. We'll get you better in no time," he spoke to the ball, trying to calm himself more than the sphere.

When they were both ready Tulip and Will strolled all the way over to the exit doors, ornate red double doors, marked with the golden infinity handle. Tulip placed her hands over it, showing Will the proper opening technique. The doors swung open, giving Will his first glimpses of outside the cars. He gasped, marveling at the sheer magnitude of the things around him. It really set it, right then, what had happened to him. His face was determined, but his mind felt scared. Nevertheless, he walked confidently out onto the metal catwalk, clutching the steel guardrails on either side of him. Tulip walked closely behind, amused by the rookie nature he held with the Train. She never thought she'd be able to brag about this sort of thing.

Tulip and Will reached the red entrance doors. They placed both of their hands on the opening, locking eyes.

"Whatever happens next," Tulip said.

"Whatever happens next," Will repeated. Together, they pushed the doors open, walking straight into the unknown.


	4. The Golden Car

**I'd like to say I'm rather proud of this chapter. It's the longest so far, and I tried to put a lot of work into it. I appreciate any and all attention to this story, whether it be a simple read or follow or favorite. I doubt I will be able to put out a story before the next season of Infinity Train comes out in about a week and a half. If I do, it certainly will look more like the Flower Car than this chapter. Thus, I don't blame those who won't enjoy this kind of...AU I have going on here. Don't worry, as long as one person continually reads this story, I will keep writing it. I have all of the story in my head, I just have to get it down on paper.**

**I have… mixed feelings about how Infinity Train is being set up, but I guess I should just put my trust in the showrunners. In truth, I came to this place because I was dissatisfied with the shortness of the first season, and I have found so many great works in the process.**

**-TheUnderdog**

Episode Four: The Golden Car

"No way!" laughed Will. His bare feet strolled across the cool stones of the cobbled pavement. The sun shined down on the pair of teens, about late afternoon. There were no true clocks in this car, along with most other forms of technology. It reminded Will and Tulip of an old Middle Ages town, stone and wood for buildings, roads paved unevenly with jagged stone. The only source of manmade light was with handheld candles, or oil lamps which had to be lit manually. It fascinated Will, but it also deflated him a little bit. In the handful of cars they had been to in the past few days, none of them had anything close to the sophisticated technological items he required to fix the broken ball.

They had been staying in this 'Ye Olde Car' for a little over two days now. The doors were locked, alarming to Will at first but easily explained by Tulip, who had encountered this problem many times before. Tulip seemed to be quickly getting over her fears of returning, something Will enjoyed seeing. He was happy to have a companion on this journey, and he was more happy when that companion was in good spirits.

Their spirits were especially high as of the moment. They had begun to get bored of the constant chores they were forced to do, zipping around the whole town from one place to another. They had just finished delivering a shipment of iron to the local blacksmith when they heard the bell tower ring. When they had first arrived, the mayor of the town had welcomed them with gracious arms. After all, they were going to do the work he needed done. He was a large man, with bushy eyebrows and a mustache. He didn't wear traditional medieval grab, opting for an even larger silver suit of armor. The pair weren't sure he could take it off even if he wanted to. The man had explained that after a certain amount of work was completed, the doors would unlock themselves, and he would order the bell tower to be rung. Apparently, Tulip and Will had crossed that threshold. They had ran back as quickly as possible to their inn, picking up their stuff. Now, they were walking through the main street, dodging horses and carriages. Will had taken off his leather boots on the way over, leaving his feet without protection. He was especially looking forward to his old shoes back. The mayor had all but stolen them right off their feet, promising to make them 'better,' whatever that meant. Will would not have very fond memories of the heavyset man.

Tulip had taken the time on the walk over to give a few more details of her own life, outside of Train stuff. This included a certain food preference Will was having trouble believing.

"It's a perfectly normal thing to do," Tulip defended herself, eyes narrowing. Will could barely hear her over his laughter.

"Oh cmon, maybe like, onion _rings, _or as a topping on a hamburger or something. But whole?" Will snorted with laughter. Tulip blushed and turned her nose away from Will, but she couldn't hide the smile that spread onto her face. In truth, she recognized it as a strange habit. Eating onions as if they were apples? Not the most normal thing to do in the world.

They had arrived soon afterwards, Will teasing Tulip lightly through the rest of their walk. The mayor was surrounded by guards, all of them wearing a similar suit of armor on their bodies. Two of them, on either side of the mayor, were each holding a pair of shoes in their hands. Will and Tulip's shoes. When the mayor noticed them his face broke into a wide grin.

"Ahhh, my friends! Such a bittersweet departure, isn't it?" he asked cheerfully. His accent sounded swedish, but the town looked very Medieval English, clashing against each other. Perhaps the creator of this car wasn't well educated on proper medieval history. Perhaps he sat in Will's bag, trapped between life and death.

"I sense nothing _bitter _about it," Will muttered under his breath. Tulip gave him a look and elbowed him in the chest.

"Bittersweet indeed," she agreed, looking as friendly as one could be. The mayor snapped his fat fingers at the two guards carrying their precious cargo. At his command they rushed over to the pair of teens, arms extended.

"I hope you'll forgive our ignorance of your modern culture. As a gift, I present you with your new, upgraded footwear. I've had my most expert tailors work on them, and I hope they will be sufficient," the large man smiled. Will only looked skeptically at his offering. "As our bell has alerted you, the door unlocked shortly after midday today. The car has accepted your acts of charity and service, and has rewarded you with progression. Do not take your movement lightly, young souls," the mayor warned. His eyes grew small and narrow. "This Train is not a toy, nor is it a vacation. If you are here, then you _deserve_ to be here. Do you understand children?" he asked them. Tulip gave an audible gulp before nodding her agreement. Will nodded slowly as well muttering under his breath yet again.

"Wow, new shoes _and _a warning."

"Now," the mayor said much more happily. "You must be on your way. I hope you find your journey safe and your travels filled with adventure." He held his hands out to the two of them. Tulip accepted the handshake with honor, but Will gave into it with heavy reluctance. After it was finished, Tulip and Will grabbed opposite ends of the golden handle, giving each other a glance.

"Whatever happens next?" Tulip asked. They had made it a sort of motto, like if they said it each time they left a car, maybe the next car wouldn't be so bad.

"Whatever happens next," Will repeated back with a smile. They turned the handle clockwise, opening the double doors to the sandy wasteland between the trains. The metal walkway was the only thing that stood between them and the next car. They casually walked up to the identical doors, careful to steady themselves on the catwalk. Will reached it first, turning the handle in the same direction they just had. It swung open just the same, revealing a blinding yellow light. With nothing but a shrug between them, Will and Tulip strolled into the fiery unknown.

Tulip and Will lifted their arms to shield their eyes from the threatening bright light. They heard the doors swing shut behind them, the handle clicking into place. The pair blindly stumbled around, trying to keep close together. Will was considering lowering his arms, if only to get a better sense of where they were, when the lights abruptly shut off. What had felt like walking on the surface of the sun now felt much more like swimming in a sea of darkness. Will and Tulip opened their eyes as wide as they could, attempting to take in as much light as possible. The lights stayed off for a few seconds before returning, only much dimmer. The two could tell they were in a sizeable room with several wall lamps illuminating the otherwise blank room. Quite a few feet away was a large black screen, embedded in the wall. Tulip curiously creeped closer to it, while Will stayed behind, admiring the complete and total whiteness of the room. Suddenly, the screen turned on.

The blackness was replaced by a charming, clean shaven man with sharp blonde hair. He seemed to radiate charisma, his smile seeming to have a physical effect on the mood of the empty room, filling it with comfort and calm. Tulip cocked her head at the strange sight and Will walked over to stand by her.

"Greetings, unnamed passenger!" the man exclaimed from the screen. He raised his hand into view, each covered with a layer of golden fabric. Except, the fabric looked _too _good, like something you'd see from a movie. "Now, I'm sure you're very nervous and undoubtedly have a large amount of questions. Please, rest assured, all will be answered in good time. I must apologize for the blinding lights. It is the only way we can detect a passenger from a native of the Train." The man's eyes widened, his face frozen for a split second before he shook his head. "Oh, but where are my manners? My name, my _real _name of course, is classified. But it's hardly ever used anymore. Most people simply call me be my title, King Midas." He waved his hand in front of his face and grinned. Things began to click into place, ever so slightly. Will wondered if those gloves were fabric or, if the name rang true, perhaps authentic gold? "Yes, it too will be explained. You have my word. So welcome passenger! Welcome-"

"Welcome to New Alexandria!" a voice boomed from behind them. Will and Tulip spun around. Standing where they had just come in was the same man they had just finished watching on the screen, which had returned to its dark state. King Midas was wearing a rather interesting outfit. It reminded Tulip of the comic books and the movies she had read and watched with her father when she was younger. His pants were full gold, stretching down to his shoes, golden boots as well. His chest was adorned by a muscular shirt, all gold. In the middle was a large golden circle, albeit darker than the rest of the uniform. Will figured it must have been his symbol, or something of the sorts. He looked a little older than he had looked in the video, more wrinkles around his eyes. His hair was no longer naturally blonde, instead being dyed the same color as his golden suit. Perhaps it was for the character, or perhaps he was losing the color to time. He wore a lustrous cape that Will hadn't noticed in the video. It hung from his neck to the back of his knees. King Midas clasped his golden gloved hands together in excitement, looking at both of the teens with the same smile he had worn in the video, something that obviously hadn't changed over the years.

"Oh, our first passengers in some time, and we get a duo!" he said. "Not to mention _my_ _first _passengers. Oh, Olympia would be so proud. But I'm getting ahead of myself. You should know, my official name among the public is King Midas, but please, call me Midas. King makes me feel like a dictator or ruler of sorts. I am nothing like that, please take note that I am purely a protector of my city, nothing more." Midas strolled closer to the pair, wistfully staring up into the white ceiling of the room before locking eyes with Will. "As I've said, you have arrived at the center of New Alexandria, our glorious city. We are actually several floors beneath the City Hall, in case you're wondering how I arrived so fast. My powers are plentiful, but alas, speed is not one of them."

"Powers?" Tulip piped up. She was beginning to get a rough picture of what was happening in her head, but she wanted confirmation. Midas turned to face her.

"Why yes my dear. There are quite a few individuals in the city with powers, myself included. Many have devoted their gifts for the betterment of the world, for the good of the people," he explained, his hand rising into the air. He looked triumphant, but it quickly faded. His hand lowered to his side, clenched into a fist. "And, of course, there are those who use their powers for evil. For the betterment of _themselves_."

Will glanced at Tulip, but she was entranced by the golden man. Her face practically glowed for the man. Will felt something deep in his stomach at the thought, but he couldn't discern anything specific.

"So, you're like a superhero? Like a real-life superhero?" she asked Midas cheerily. The man's face lit up at her enthusiasm.

"Well, I've never heard that term before, but I do like to consider myself a hero, and I definitely have 'super powers'. So yes, if that's what you mean," he smiled gently at the redhead.

"So what can you do, _Midas_?" Will asked. He was surprised by how bitter it came out. In truth, he could guess what powers King Midas had from his name and outfit alone.

"Well my good sir, I sure hope my title has given you some good hints. Now, there are always the scientists and the examiners, all of them trying to figure out what I can do _exactly_, why I can do it, and how it works. In truth, there is still a sense of mystery. However, I have discovered that there are a few general rules." Midas took out an apple from seemingly nowhere. Perhaps his powers included materializing fruits.

"Now, take a look at this apple. Normal, is it not? Now," Midas squinted his eyes at the red fruit, waving his gloved hand in front of it. When it passed, the apple was no longer ordinary. "Look again children." The fruit had taken on a glossy yellow exterior, shining in the bright light of the lamps around the room. "This Golden Delicious has become much less delicious, and much more golden.," he joked, smiling up at the pair. Tulip giggled, beaming up at the man, and Will felt the same pit in his stomach return, a tad bit larger now. He waved his hand back over the golden apple, turning it back into a fruit. He lifted it up to his mouth and took a bite. "When I was younger, my powers were much harder to control. I turned everything I touched golden, much to my dismay. I was placed in a cushioned containment chamber, which quickly lost its cushiony pillows, of course. I had to be injected with nutrients and water for the first few weeks after my powers developed, for fear I'd turn the food and drink gold," Midas' smile fell from his face. He suddenly aged a decade in a few moments. "Or that I'd turn people." He looked lost in thought for a few seconds, but he quickly regained his composure. His smile returned, and his mood brightened. "But now, I am very much in control. Naturally, being able to turn things completely golden gave me a reputation among Powered individuals. I was taken in by Olympia, the patron of New Alexandria. I was trained and taught. I grew and learned. And now, I, King Midas, am the new patron for the city, a title I wear with honor and integrity," he spoke with power. The room stayed silent for a few moments. Sensing the time spent in the little white room was over, Midas turned to face the double red doors."Well, I've had quite a bit of time in the entrance room. Please, follow me carefully. I understand you may wish to leave this car soon, but I need to ask you a few personal favors before you go. But we can get to all that when we arrive. Please, come along now," he said, walking over to the doors. For a minute he seemed to look fondly at them, as if wishing he could open them up and run straight away. Then, Midas tapped a section of the white wall that looked as similar as any other. It lit up, however, and a long black metal ladder extended from the ceiling. He motioned for the two of them to follow, and quickly climbed up. Will turned to look at Tulip.

"What does he mean by, _arrive_?" he asked. Tulip, unfortunately, was much more caught up in the coolness of their situation. She barely gave him a shrug before racing over to the ladder, following closely in the man's wake. Will shook his head and sighed before walking slowly over to the ladder as well.

* * *

Far away from City Hall, a homely bearded man sat cross legged in a comfortable armchair. He flipped the newspaper he held in his gloved hands. There was a light fixture extending from above him, a single bulb protruding from it. The room looked rather run down, but the fixture looked to be made of solid gold. The chair's frame also looked to be constructed out of gold, something Andrew had found odd on his arrival there. Even the poorest households could own gold in this car, even sometimes it being the only thing they could afford to buy. It seemed almost natural now, having someone who could turn anything into gold would certainly devalue the price of gold in the city.

Andrew lazily read the headlines. _**DISTORTION BARELY SLIPS THROUGH MIDAS' GRASPS, NEW ALEXANDRIA HIT BY SURGE OF CRIME, KING MIDAS ASSURES FRANTIC PUBLIC; PASSENGERS ARRIVE SOON.**_

Andrew smiled to himself, rubbing his beard with his scratchy glove. The most satisfying feeling in the world was watching a plan fall into place. _Perhaps this'll be smaller than I thought, _he thought to himself. If he could just get this done quickly, he could move on to the next stages. Stages of a much larger, much more sinister plan.

Suddenly, the sound of feverish footsteps could be heard from the hallway. Every few seconds, the steps stopped, replaced by a sort of electric whooshing noise. A man dashed into the room where the Officer sat. Well, 'dashed' wasn't the exact right word. He never ran in, instead seemingly teleporting from outside. He wore a dazzling silver suit, speckled with sequins. It glimmered in the flickering light emitted by the lone bulb. He looked panicked, his hair sticking to his sweaty face. His eyes were wide, either from fear or excitement. His pale hands were gripped tightly on the frame where the room and the hallway met.

Distortion was an odd case for Andrew. The Officer had opted to stay away from potential allies on his stay on the Train. But the Cat had given him very specific advice, and as much as he hated to admit it, she knew much more about the Train then he did. He lamented the loss of Amelia yet again, an often occurrence now. He could only dream of how easy it could've been with her help. He was broken out his thoughts by the sudden outburst by Distortion.

"Sir, sir, I have news, n-news about the passengers," he spat out. He took a silvery handkerchief from his pocket and wiped his face, damp with sweat.

"Well Distortion, I would _love _to hear it," Andrew answered, flapping the newspaper up once again. He was getting tired of the stuttering supervillain and his panicky nature. For reasons he couldn't comprehend, Distortion was the highest in position to ally himself with the newly instated Conductor. His powers were generally weak, but could be exploited in certain scenarios. He had the ability to manipulate his own reality, being able to zip around all over the place, seemingly infinitely. He was able to phase through walls, so no prison could hold him. He could dodge bullets, jump out of the way of any danger. He was by far the most capable for the job Andrew wanted, but that didn't make him perfect. He had arrived in Andrew's office three times proclaiming urgent news about the two children. Just like the boy who cried wolf, Andrew gave little time to his false promises.

"My Officer, the two children have arrived. They were greeted by Midas in the entrance room just a half hour ago. T-they're being paraded around the city as we speak," Distortion said quickly. Andrew looked up from his newspaper. He was about to call Distortion out for his lies, but something seemed different this time. There were details, things that felt too real to be made up. He looked over to the corner of the dark room. There was an ornate golden television plugged in. Andrew got up and turned it on, Distortion hanging back behind him. The signal flickered static for a few moments before clearing up. The footage showed a fuzzy image of a large float in the middle of an even larger road. The whole thing seemed to be made entirely out of gold, and was swarmed with hordes of people. The newscasters were talking about the, "momentous occasion." There apparently hadn't been a passenger in several decades. The news continued for a few seconds before Andrew reached down and shut it off. He came up sneering. Andrew clapped his hands together and turned to face his powered ally.

"Well then Distortion. It seems that the time for action has arrived at last, my friend. You've done well so far. I expect you can handle the second stage of our plan?" The Officer asked the spazzy silver man that lay before him.

"Of course sir. I will not disappoint," Distortion answered, slamming his hand to his face in a stiff salute. Andrew clasped the man's shoulder and smiled.

"I know you won't. Because you'd know what would happen if you fail?" Andrew asked him. Distortion only nodded feverishly. "Good. There isn't a minute to waste. Let's give these children our own, _specia_l_ welcome_," Andrew smiled devilishly. "New Alexandria is braced for chaos. Let's give them something to truly worry about…"

* * *

The parade succession had been Midas' idea. He explained to Will and Tulip about the unrest their car was experiencing. Crime was on the rise, and morale was dipping low. Passengers were the best thing that could've happened to them. They had spent a couple long, boring hours touring the city. Will appreciated the design and architecture, while Tulip was blown away by all the superhero influences around New Alexandria. There was advertisements, propaganda posters, commercials on electronic billboards. Statues had been erected in a park, featuring dozens of superheroes Will and Tulip couldn't recognize. Or as Midas called them, Powers. Midas had briefly explained that at one time, there had been a good amount of Powers, organized in the Collection of Protection, led by Olympia. For some reasons, reasons Midas kept to himself, the so-called Golden King was the only one remaining. He had to fight supervillains, or just Villains, all by himself. Luckily for him, there were few powerful enough to face him, save for a couple. Or perhaps, just one. Midas had given them the scoop on a man called Distortion. He had been a small time crook, being able to zip into locked stores and stealing whatever he had wanted. Eventually, he was recruited to the Alliance of Malice, a Villain group. When the group disbanded some odd years ago, Distortion was the only one that stuck around in New Alexandria. He had become a sort of rival of Midas in the past few months, growing exceptionally powerful by the day. It was causing a great deal of stress on both Midas and the city.

After the parade, Midas brought the children to the "best hotel in New Alexandria". The sun was setting in the distance, pinks and oranges exploding on the horizon. Will briefly wondered how those kinds of things worked. Tulip had told him about the orbs and their jobs, but it sounded so fantastical. So much like a computer program, or an innovative video game. But Will was much more interested in something he'd been told by Midas. New Alexandria was a technologically advanced city. He assured Will that he could supply everything the young boy needed to aid him in his quest to restore the little ball. Will still held cold feelings towards the Power, but he definitely appreciated the gesture. Anything to get him closer to his goal. Tulip had been offered a full, in depth tour of all the major attractions in the city, including every historical Power site available. Midas admired her charm towards her so called, 'superheroes', and wished to give her whatever she desired from them. Tulip was ecstatic about the opportunity, and couldn't wait for sunrise.

Midas had invited them both to a marvelous feast in celebration of their arrival. He gave them their suite and left with a bow, which Will found a little odd. He was starting to get a little uncomfortable on how fixated people were on Passengers, like they were their saviors, their messiah. He awkwardly returned the bow, while Tulip did so with honor. Midas left, and the two entered their room. They had been decorated with a heavy amount of Train imagery. Paintings of green infinity symbols had been hung all around the room. There was a chandelier hanging from the top of the room, bathing it in sickly green light. It was barely sunset, but the room made it look near midnight with the heavy drapes on the windows. Tulip and Will exchanged a curious glance before they each went to set their stuff down.

Tulip was overjoyed to have a modern bathroom, soaking in a long bath while Will flipped through the channels on the widescreen hotel T.V. There were a few interesting shows on, but none that Will found all that appealing. He saw several shows that reminded him of home, newscasters fawning over the two Passengers, as those in the news love to do back home. He had begun to get bored when something caught his eye. A documentary, titled: _**Blinding Gold. **_There was a fuzzy image on the screen, like something taken from the early 2000's, if this car used that calendar at all. It looked like a much younger version of Midas, younger than the video they'd seen when they had arrived. He was wearing a darker, less golden uniform with no cape. His face was turned away, looking down at a pile of rubble beneath his feet. Smoke rose in plumes from the distance. The image was paired with the creamy voice of a typical documentary narrator.

"On that day, something changed in the world. Something changed within _Midas. _Olympia was dead. Regiment, Apollo, the Collection was decimated. To keep order, Midas was forced to become the city's protector, its saint, its-" Will was so fully engrossed in the documentary that he almost didn't register the sound of knocking on the door. He broke out of his stupor and quickly shut off the T.V. before getting up to answer it. He opened it to reveal a short, distinguished man in a suit.

"Salutations, Mr. Turner," he greeted Will. "My name is Randle Mennel. I'm the media director for King Midas, as well as his de facto manager. Mr. Midas would like to inform the two of you that dinner is served. He'd like you to meet him in the banquet hall in ten minutes."

"O-of course. We'll be right there," Will answered nervously He shut the door before Randle had time to respond. He walked back to his bed and pulled out the white sphere. He was still processing the information. He had been under the influence that there were more Powers, many more powers. The documentary seemed to state that Midas was the only one left, the sole survivor of some sort of tragedy. He subconsciously pulled on his tie. He'd put on a rather nice looking suit he'd found in his hotel room, expecting to wear something formal to the feast. Suddenly, the bathroom door opened. Tulip stepped out of the steam filled room. She wore a brilliant, sharp green dress that came down to her ankles. She wore her red hair down instead of her usual ponytail. Will stopped what he was doing and stared.

"You look…" Will trailed off, his cheeks growing increasingly more red. Tulip blushed as well, clutching her shoulder with her gloved hand. She'd placed a silky white glove over the hand without the number, but kept the green digit open to the air, in case it suddenly changed.

"Uncomfortable?" she finished for him, a small smile crawling onto her face.

"Maybe not the word I was going for, but I guess it works," Will said, sharing the smile. They stood like that, awkwardly. Tulip piped up.

"Who was at the door?" she asked.

"Oh, that's right. That was some guy representing Midas. He wanted us to go and meet them for dinner. And look, I just saw something-" Will was about to give Tulip the scoop on what he had just watched, but as soon as she heard the name Midas, she instantly brightened up, racing out the door. Will gave a long sigh and shook his head. He placed the white ball back in his backpack before heading out the door to join his redheaded companion.

Midas was already seated at the head of the table. His chair was solid gold, and carved in such a way that made it apparent it once had been something else, perhaps wooden. He was wearing a shining yellow suit, with his cape still tied around his neck and pulled over the back of the chair. His face instantly lit up when he caught sight of the two teens making their way into the dining hall. He rose, which caused the rest of the table to rise as well. They all clapped their hands together forcefully for the pair, causing Will and Tulip to wilt from embarrassment.

"Good evening my friends! I believe a celebratory feast is in need for this great occasion! But first, let us toast. Toast to the prosperity of New Alexandria, of course, but also to you children. You have given us all revived hope, hope that there still is good in this world. For that, on behalf of the citizens of this fine city, I must thank you," Midas held his wine glass up to the ceiling, the dark purple liquid swirling around in the cup. The rest of the table, mostly suits and other formal looking people, lifted their individual glasses, respectively. A few flocked over to where Will and Tulip, reaching their hands out to the two. The pair awkwardly shook hands with the most powerful people of the city, people that saw the Passengers as a sort of god. Finally, Will and Tulip managed to take their seats at the end of the long wooden table. Their chairs were almost as ornate as Midas', the gold smothered under a pile of comfortable pillows. Will felt an eerie sensation creep up his back, like he was a sort of king or emperor to these people. He could almost feel the sense of relief in the room. If the news was anything to go on, New Alexandria was facing tough times. It would make sense that they would try to deify the two. Still, it didn't mean Will and Tulip had to like it.

"G-good evening," Will stammered out, holding his hand up in the air like he thought a king or a member of royalty might do to their subjects. Tulip stifled a laugh, catching the attention of Will who was quick to take his seat.

"_Great _evening, I would say," Midas was the only one left at the table still standing. "Perhaps the greatest evening we've had in a very long time. I do hope you've brought an appetite.. For food, of course, but also for stories. Us New Alexandrians have a fine bit of history to cover." Midas snapped his fingers at one of the waiters who quickly spun around and dove into the kitchen. It was then the Power finally took his seat as well. "But first, please. I truly am interested in the both of you. While our food prepares, please, tell us about _your _lives. Tell us about life outside of this car, outside of this Train. Remember children, knowledge is power. And power," he grinned and flexed his right hand. Clutched in the black and golden glove was a silver spoon. As Will and Tulips watched, the spoon's handle vibrated for a few moments before the entire utensil was covered in a gleaming coat of gold. "Well, power makes us Powers." When Midas was finished, Will looked over nervously at Tulip, but she was entranced. He took his napkin from the table and dabbed at his face.

"Oh boy," he gulped.

* * *

The city was much more beautiful in the night than it was during the day. The gold was nice to look at, but the shining sun usually reduced most of the structures and art to simple beacons of light. Now, strolling through the empty city square, Andrew could admire the beauty in its fullness. He was in the middle of a park, the name eluding him. In the center stood a monstrous golden statue. From the papers he read and the shows he watched, Andrew quickly deduced the figure to be Olympia. The plaque named her as _Queen _Olympia, but the Officer had learned that the city of New Alexandria cared little for titles. Andrew read the rest of the plaque.

_**Queen Olympia, savior of the city. Blessed with flight and white-hot beam of light, she fell so we could stand. Killed in the Battle of Gold, along with Regiment, and Glare, as well as so many others.**_

He had been told of this battle from his informant. Distortion, if nothing else, was good with information. The Battle of Gold… He called it the single greatest tragedy to ever strike the city. He was part of an elite Villain alliance who wished to take the city for their own selves, under their own rules. There was nothing personal about it, no conflicts in morality. They were simple, they just wanted the power. Distortion had given him some names as well. The Bishop, second in command. Gifted with superhuman strength, he wore entire slabs of marble as his armor. Bullets bounced off his chest like they had been shot at a wall. He'd simply walk up to his enemy and bash them with a long marble pole he carried as his weapon, a smooth white ball topping it off. Phalanx, the one man army, who could create clones of himself to fill into a tight-knit formation, able to take on entire swells of enemies. He wore an ancient greek battle uniform, a bronze pike cutting through the air atop his head. Each clone he created, along with himself, carried a long pointed spear and a golden shield. And then there was _him. _Malice. The leader of their alliance, the epitome of evil. His powers were great, strong enough to rival even the greatest warriors of the Collection. All he needed was to lay his finger on someone and they would perish, fallen beneath his feet. He was also inhumanly intelligent. He could create the most complex of plans in mere seconds, making sure he never fell into the hands of the law or the Collection. Not that there were many places that could hold him. It seemed there was no layer of protection, no Power that could shield from his touch. So he managed to get away with his life, every time he lost, licking his wounds with a sneer. Because he knew what would happen. Distortion told Andrew a saying a few days after he had arrived. A sort of motto for the Alliance of Malice.

"_Every time you fight, fight to win. For those in power to stay in power, they must repel every attack you throw at them. They fight to win because they _must _win every fight. You fight to win because you only need to win once."_

In the end, the saying proved how true it really was. No one remembers the hundreds of battles where the Alliance lost. They only remember the one time they almost won. A tragedy indeed. Andrew would've enjoyed to meet a few of them. Mostly the leaders. Of course, there were more than just those four. Dozens fought on both sides in the battle. But alas, history forgets the unimportant, even if they did important things.

These thoughts flashed around in Andrew's head as he admired the elegance of the golden giant. He had seen the other statues as well, of course. The other members of the Collection. In truth, sometimes even Andrew forgot it wasn't just Olympia and Midas. There was Apollo, a skilled bowsman with an eagle's eye. Legend says he never missed a shot, not even the day he died. Regiment, or just Reggie. She was the anti-Phalanx. Or perhaps Phalanx was the anti-Regiment. She wore thick camouflage and could create dozens of clones that sprouted off in different directions, confusing the enemy. There was Glare, who could send waves of blinding light in all directions, similar to a bomb. She was known for dropping into a crowd of enemies, blowing up, and then zipping out of there as the rest of the Collection got busy with fighting them. Then, of course, King Midas. Andrew found it almost peculiar how little he was talked about before the Battle of Gold. And then, he was suddenly thrust into every spotlight in the city. The Officer doubted Midas would be able to even stage such a thing to come out on top, much less do it for fame or popularity, though. Just bad luck. Andrew could fell for him. After all, he'd had his own fair share of bad luck.

Ashes to ashes, dust to dust. It seemed to Andrew that being good or bad gave you any sort of luck or fortune in the long run. All of them, the Alliance, the Collection, _all _of them. All of them were dead. A tragedy they called it. Distortion disagreed. _Andrew _disagreed. The Battle of Gold brought change. Change, in Andrew's eyes, was necessary for the survival of civilization. A shame that there must be human collateral to get that change. But change was the most important thing in society, and Andrew would gain it no matter the cost, no matter the sacrifice. The Officer reached down into his trench coat, weaving his fingers around the curved blades of his sickle before they found their way to his radio. He brought it up and spoke into it, only this time there was no Steward to hear. Instead the radio worked just like, well, a normal radio. A feat of ingenuity, obviously. But New Alexandria is where miracles happen apparently.

"Are you in position? Over" Andrew spoke into the crackling microphone. After a few seconds he heard a static-filled, timid voice pierce its way into his ears.

"Affirmative. The hotel is in my sights. Over."

"Good," Andrew smirked. "Distortion, I believe it is high time to engage in stage two or our little plan, wouldn't you think?" Andrew laughed, softly at first, which quickly grew maniacal. He was just a crazed loon, laughing to himself in the middle of the park in late hours of the night. He brought the radio to his mouth for one last message.

"Over."

* * *

"Look, I'm stranded on the catwalk, suspended over a vat of liquid gold. I've turned almost half of his marble armor into gold, and he just ain't going down. You wanna' tell me what I was supposed to do?" Midas' voice boomed through the room. He wore a thick smile on his face as he told his story to the table. He was specifically looking at Randle as he talked, his hands digging into his steak. He plucked the ribeye bone and held it up to his eyes. He clenched his fist around it and threw it across the table, sliding it to Tulip. The small golden piece clunked against a pile of similar trinkets from their dinner. Tulip was currently over the moon, hanging onto every word that came out of Midas' mouth. Will was less than overjoyed, picking at his steak with his golden utensils.

"Well whatever you could've done would've been better than pulling the whole thing down," Randle cast a side eye at Midas before taking a sip of his drink. The table shared a hearty laugh at that, all but Will, who was growing increasingly bored. The waiters came around, scooping plates out of the way and replacing them with dessert. Midas gladly clapped his hands and looked hungrily at his large slice cake. He looked up at the two children.

"You know, I think we've heard enough stories from me, as entertaining as they are. Your stories from home amuse me as well, but I'd love to hear what you think of our lovely little car, please," Midas said, digging a golden spoon into his piece of chocolate heaven. Tulip was probably about to go into a long tangential question, but Will beat her to the punch.

"You've mentioned this so called, Collection of Protection a few times now. If it isn't rude for me to ask, what ever happened to it?" Will asked, eyes narrowed. He was determined to get answers out of the Power, any means necessary. Midas looked down at his dessert, nodding slightly. He thought of what he should say for a few moments before locking eyes with the teen boy.

"Yes, I suppose you have a right to know. There was once a Collection. Just like there once was the Alliance of Malice. Good vs. evil, the light vs. the dark. Once in a while they would attack, usually to remind the city they still existed. It was always just for the power. They didn't even mind losing, just that they had the power to instill fear in the people. I've told you of my partners, haven't I? Olympia, Reggie, Apollo, Glare? We were the top members, the leaders. There was definitely quite a few more under us, but they were more grunts than anything. Malice led the Alliance," Midas scowled as if the name left a bad taste in his mouth. " The Bishop, Phalanx, Distortion. We would play a simple cat and mouse game every few weeks, them popping out and making a few statements before slinking down into the tunnels beneath the city they called their home. And then, there was the Battle of Gold…" Midas' face grew dark with grief as he trailed off. "I-I don't know what exactly happened. They grew aggressive, murderous. We were unprepared. They were cocky, overconfident. And now… now there is only me," Midas finished, the table falling more silent than Will or Tulip thought possible, as if some void was sucking all the sound out of the room. Suddenly, a voice rang out from above the table, startling them all.

"Such a very touching story indeed, but I can't help you forgetting a few...certain details," the voice said. It came from the darkness, and as Will looked harder, he could make out the causal figure of a man, leaning against the marvelous tinted windows. Nobody could tell who it was, though. No one, except for Midas. He leapt up from his seat and pointed a finger up into the darkness.

"You have no right to be here, not now Distortion!" he boomed. He clenched his shaking fists in anger. The man simply jumped off the ledge, sending his body huddling to the ground. At the last second, the man teleported a few feet in the air, landing safely on the floor. He crouched stealthily on the ground, slowly rising up. A few guards rushed into the dining room, aiming their sleek black rifles at the man.

"Oh please _Midas_," Distortion said superiorly, shaking his head at the guns pointed at his face. "If you must know, I'm not here for you. I'm not an idiot, my _liege._ I can't beat you in a fight, at least not in this place. No, no, no, you see, I'm here for him," Distortion trained a bony finger on the frightened form of William Turner. Midas followed his finger, his face twisting in anger when he realized who he was talking about.

"Alright, that's enough, open fire!" Midas shouted to the guards. They instantly started blasting, sending the Villain zipping around the room, dodging the bullets. Tulip and Will ducked under the table for cover, as did several other members of the dinner. Midas swiped his hand in front of his face, leaving a solid golden trail in its wake. He plucked it out of the air and threw it like a knife at the whizzing man. Distortion easily dodged it and dashed over to the Power. He teleported right on top of him, shoving his heel into Midas' chase, sending him sprawling across the floor. He laughed, still teleporting around to avoid getting hit by the guards and their bullets.

"You know, I'd really love to do this a bit more, but I believe I may have overstayed my welcome, wouldn't you think?" Distortion asked, his words splitting every time he warped to a different spot. He knelt down and stopped teleporting, holding the golden throne Midas had used as cover. His eyes scanned under the table before they fell on the pair of terrified children. He smirked and pushed himself back a few inches. He sprung through the underside of the table, zipping through any obstacles in his way. When he reached the far end he solidified, grabbing Will by his shoulders, sliding across the floor. They stopped at the feet of a guard who looked down at them with astoundment, as if he couldn't believe the most powerful Villain had just landed at his feet. Distortion looked up at the man, wiggling his fingers in greetings. Before the guard could react, Distortion teleported up to him, driving his fist into the man's chin in a brutal uppercut. Will took this time to try and crawl away, his arms and legs struggling to get him back under the table. Distortion took quick notice, however, and zipped over to him. He took out a cylinder device from his jacket and pressed a button on the top. A small ring of light began to emit from the bottom, gradually traveling up the device as if slowly recharging. He grabbed Will by his hair, lifting his head up forcibly. Will's eyes locked with Tulip for a few seconds, the fear almost visible within them.

"Well, well, well, where are we going now? We have a _meeting _to attend to now," Distortion said with an aura of smugness. Midas had gotten to his feet and stared with disbelief at what was happening in front of him. The guards had stopped firing for fear of shooting the sacred Passenger.

"Help," Will said pleadingly, staring into his redhead companion's eyes. Distortion only laughed with glee. His device began to beep rapidly at began to shake violently.

"Oh my dear friend," Distortion spoke down to Will. The device started to send out beams of light all over the room. Midas leapt onto the table, breaking out of his stupor. He dashed as quick as he could, but he was far too late. "No one will be able to help you," the Villain finished. With that he pressed the button on the top again, only this time it sent out a very loud, whirring noise. It lasted for a few moments before time seemed to stop. Then it gave out a bomb of white light, blinding the eyes of everyone in the room. When they could see again, Distortion and Willian were gone.

* * *

Will's head swam with incoherent thoughts as he regained consciousness. He could barely feel the taut ropes digging into his bare skin. He saw the shadowy form of someone leaning against the wall a few feet in front of him. He blinked away the stuffiness clouding his head and attempted to figure out where he was and what had happened to him.

"I must apologize, I feel. The first trip with the Distorter is... unpleasant, to say the least," a voice rang out in front of him. The sharp sound made Will's head pound even harder. He could barely place the voice as Distortion's. The memories flooded back to him. The car, the city, the dinner. Him.. Will lifted his head as fast as he could without hurting himself, scowling at the Villain.

"Where are we...?" Will growled. Distortion could only chuckle, walking over to the trapped boy.

"Please, all questions of yours will surely be answered soon. Besides, you don't look nearly good enough to be intimidating," Distortion smiled with little warmth. A single bulb hung from a rocky ceiling, the only light source in the room. Will could feel uncomfortable, stiff golden material of the chair, gleaming slightly in the dim light. The whole room seemed to be crudely carved out of a cave system, or something similar. Distortion took notice of Will's curiosity with the room.

"Yes, not exactly a fancy palace, is it? We all lived in tunnels like this, you know, back before. The Tunneler hand carved almost every room, every hallway. Sometimes I wish he was still here. Sometimes I wished they were all here," Distortion's cocky face was instantly blanketed with a thick feeling of grief, a mournful look escaping his smooth facade. Just a moment, though, and he was back to normal. "What we didn't have in comfort, we made up with freedom. Anonymity. The Collection could never bother us, and even if they tried, we'd just go somewhere else. Cat and mouse, right?" Distortion knelt on the ground next to Will, his thick black jacket pooling around his hunched legs. He looked to Will with a look of grave seriousness, replacing his generally confident, cocky demeanor. "I'm gonna be honest with you, boy. I need something from you, and you don't seem to have it. So-" Distortion stopped himself, as if suddenly getting an idea. "Let me show you something."

Distortion zipped up into the air, landing on his feet. Before Will could say anything, he shoved in a cloth gag and pulled a dark hood over his head. He turned the chair around and began to rapidly teleport. Each time he did, Will was pulled through with him, a shivering feeling crawling up his back. He felt like they had traveled for hours when Distortion finally came to a stop. Will felt like he had gone through a car wash or something of the sort. His hair stood on its end of his arms and legs, his head pounding more than ever. When Distortion pulled off the hood, he could barely tell it had been removed. They seemed to be in a rather large cavernous area, with no source of light. Distortion didn't remove his gag, instead taking something small and metal out of his coat pocket. He flicked the lighter on, illuminating the pitch black room. Will could make out a few specific things. Piles of rubble, some sort of blade sticking out of the ground. He spotted what looked to be the husk of something that must have been a helicopter at one time. There was something odd about the whole thing, though. Will studied the scene for a few seconds before gasping, or coming as close to a gasp as he could with the gag. The whole area, the whole cavern, it was all solid gold.

"Indeed, surprising isn't it? I must admit, this isn't its natural state. Although, it would be interesting to try and explain how that helicopter found its way here. No, this wasn't always underground. The city, _Midas, _they kept this whole thing under wraps. They hid it in some secret containment center, or else fall victim to the scrutiny of the public." Distortion spat the last few words out, showing his disgust with the willingness of the city to bend its knee to censorship. Or perhaps he was just bitter. "Well, a few months ago, an unnamed, _powerful_, benefactor found his way into my life. He helped me make this," Distortion held up his small, cylindrical teleporter. "The Distorter. It can be very powerful when it needs to be. This place used to be the meeting area for the Alliance, but I doubt they need it anymore. Now, it's a home to the greatest tragedy to ever befall the city of New Alexandria. This is what the news, what Midas, what the _city _won't show you. What they won't tell you when you wander your way into this blasted car. Ground Zero. Where the Battle of Gold began, and where it ended." Distortion rubbed a sleeve across his eyes, as if wiping away tears. Will didn't really get what he was getting at. He looked around the site, attempting to notice more specifics. That was when he saw it. His eyes widened with shock, his legs and arms begging to be freed of his rope confines. Everything made sense now. That documentary he saw in his hotel room. The shadows of guilt he could see crossing Midas' face. Distortion only nodded sadly. "I'm sorry you had to find out like this. But this," Disortion waved his arm around the cavern. "This is what Midas really is."

* * *

"Get me the mayor, immediately!" Midas shouted at one of his advisors. He had already sent Randle to try and suppress mentions of the attack from the news. He didn't want the public to gain any more unrest than they already had. At least, that's what he told himself. Midas stormed through the hotel lobby which had been turned into a makeshift headquarters for the little team of Midas and his liegeman. He stomped furiously around the area, donning his recognizable golden uniform. People all but dove out his way when they saw him coming. All but one.

"Midas, _please _listen to me," the young girl pleaded. Tulip had found her way from the hotel room where Midas had locked her up in down into the lobby. Trailing her were two out of breath grown men in suits. Midas took one look at the three of them and scowled.

"I thought I told you to keep her in that room," he growled at them. One of them put his hands on his knees, struggling to catch his breath, leaving the other to explain themselves.

"Terribly sorry sir," he said in a somewhat British accent. "She-" he was interrupted by his friend next to him.

"She bit our ankles, sir!" he said, sweat running down his face. He looked angrily over at the redhead. Tulip only stuck her tongue out in retort. Midas wiped his hand over his face, a long sigh escaping him.

"Look, you two just...go and help with the others. I'll deal with this," he said, ushering them away. They left, leaving Tulip alone with the Power.

"Have you found him?" she asked coldly. She had changed back into her red hoodie and sweatpants, shedding her elegant green dress. Her arms were crossed on her chest, her face a picture of discontent.

"Er...not exactly. But please, rest assured, I have my top guys working on Distortion's whereabouts. What I need you to do is go back to your-" he was cut off with a finger in his face.

"Look, I get that you're just trying to protect your city, but you're the reason my _friend _got stolen by that...lunatic!" Tulip exclaimed.

"Well I hardly see how that's _my _fau-" Midas began, but he was abruptly cut off again.

"All I want is for you to get my friend back safe, and we'll be on our way, and you'll never need to see us again, alright?" Tulip asked. Midas thought for a few moments before letting out a frustrated sigh.

"Alright. As soon as we locate William, you'll be free to do whatever you want. I can still give you the tour, and he can still use our resources to fix his ball, or you two can get out of here as fast as you want. The choice is yours. Now please, I beg of you. Return to your room. If you can't see, I have a lot to attend to right now, okay?" he pleaded with her. Tulip gave him a curt nod of acceptance before walking back over to the elevators. Midas gave a long breath through his nose, calming himself as best he could. He took a look around the makeshift command center before calling out to one of his advisors.

"Marriott, I'm going outside for a bit. Unless its from the mayor, hold all my calls, alright?" he asked, but not willing to take no as an answer. When he was satisfied she wasn't going to argue with him he strolled over to the front doors and walked outside into the dark, moonlit sky. He clutched the balcony fence that lay around the perimeter of the hotel and took a deep breath in. His thoughts always brought him back to that one moment. The day his life leapt from apprentice to leader. From an innocent, hopeful child to a spiteful, grief-ridden husk.

Tulip walked quickly to her hotel room. She was determined to fall asleep and try and wake up in her bed back in Minnesota. The stress was starting to get to her. Something about this time was different, more aggressive somehow. She wasn't even sure why she was so adamant about Will's safety, like he was some lifelong friend. Maybe it was the isolation, or maybe something else. She clicked the door open with her key and flopped down on her bed. Thoughts swam through her head, thoughts of Will, thoughts of Midas, thoughts of this whole thing. She was drifting off to sleep when the phone rang. Startled, she scrambled to grab the buzzing thing. She quickly brought the phone up to her ear.

"Hello?" she mumbled.

"Greetings, Tulip, was it? I don't believe we've formally met. My name is Distortion, and, well, I believe I have your boyfriend tied up with me," the voice of Distortion breaking Tulip out of her sleepiness. She clenched her hand into a fist with anger.

"What do you want?" she spat out at him, causing the man to chuckle over the phone.

"I wish neither him nor you any harm, Tulip. I've been...hired for a specific job. All I need from you is a certain white sphere, alright? And if you give me that, you get your boyfriend back, and I don't bother you again, and neither does my contractor. Sound good?" Distortion sounded casual and suave, but Tulip could detect a slight layer of nervousness under his words.

"Where would I even find you?" she asked.

"Ahh, well that's easy. As long as you won't share that information with Mr. Goldenpants? Cause If he shows up, I'm afraid William suddenly becomes a lot less safe, you know?"

"Trust me, I'll come alone," Tulip tried her best to be as persuading as she could be.

"Go down into the old subway station near the end of town. Take the left tunnel and keep walking until you see artificial light. From there, it's a piece of cake, alright?" Distortion explained.

"Alright," Tulip repeated. "But listen. I'm not giving up One-One, okay? We can find some other method of payment, but not him. So tell your boss it isn't happening," Tulip said sternly. Distortion snorted at the comment, but tried his best to hide it with a cough.

"Yeah, yeah, whatever you say. Just be down here quick, you got it? Who knows when Midas is gonna wise up. Probably not that fast, to be honest. I doubt he's even tracing this call. But If he is, make sure he knows not to follow you, alright?" Distortion's nervosity crept into his voice once again.

"I got it. And with little respect due, _sir,_" Tulip stood up, tugging on her newly improved, very large boots. "He is _not _my boyfriend."

"Heh, whatever you say kid. Just be here, _soon_," Distortion demanded . With those parting words, he hung up on the redhead, severing their connection.

Tulip ran frantic around the room, grabbing whatever she thought could be useful. She pulled on Will's backpack, the one that contained the deactive Conductor, as well as all the parts that would be used to help repair him. She walked up to the hotel room's door, grabbing the golden knob.

"Hold on Will," she said to herself. "Just hold on for a little while longer."

* * *

"_Mayday, mayday!" the pilot shouted. Midas gripped the armrests that had been built into his luxury helicopter, swiftly turning them to gleaming gold. He hadn't been prepared for this, this kind of scenario. All of his time training under the Collection's roof had led him to believe that attacks by the Alliance were coordinated, organized, planned. Surprise was a four letter word where he had grown up. It just never happened, it would be like the mouse ambushing the cat, simply unheard of. He wasn't even wearing his uniform. He was dressed in a golden trimmed suit, ready to give a speech to the public, a morale booster. His top advisor had ran over to him, flustered. An attack on the edge of the city. Random, a complete surprise. Just minutes later and he was en route. The flight was filled with dread and worry, news was silent on the Collection's end. He could only hope and pray._

_They were just under a mile away when their helicopter was struck, fired upon. Looking back, it most likely came from Mr. Missile, a new addition to the Alliance's ranks. His pilot, the only other person in the copter, had quickly lost control of the thing, spiraling down to the ground._

"_Brace for-" the pilot was cut off from finishing. The metal crumpled on impact, smashing the frame into the ground. The blades broke off and flew through the air, sticking into the dirt. Midas was flung from his feet, flying out of the now open side of the helicopter. He rolled violently across the ground, leaving a thin golden trail behind him. He struggled to push himself up onto his arms, his head ringing like a bell. Fires burned bright all around him. Battle still raged, but there was something wrong. He saw very little fighters from the Collection and a large majority of fighters wearing the issued colors of the Alliance. They weren't...losing, were they? Midas crawled forward, groaning with each movement. He felt something hot in his chest and his shirt started to soak with a dark liquid. He would have to deal with the wound later._

_Suddenly, Midas caught sight of a blinding light pop up from over a hill of dirt. He heard shouts in front of him before a dark shadow flew through the air, landing a few feet next to Midas. He had made his painful voyage to investigate what it was when he gasped. The battered, bruised body of Glare lay before him. She took a few haggard breaths before meeting eyes with Midas._

"_I-It's bad, Midas. We-we're all down. You have to do something. A-anything," she muttered, her voice scratchy and weak. Her breath hitched for a few moments before stopping. Her head rested softly on the dirt, unmoving. Midas blinked the tears from his eyes, clawing his way back through the ground. After a few minutes, he had reached the site of most struggle. The land had been turned into a sandy crater, several powerful figures stood inside of it, blurry in Midas' eyes. He could make out the soaring form of Olympia, diving down and blasting beams of light at her enemies before swiftly flying back up. Midas watched the scene with horror. After a few more times, Olympia's luck ran out. A man in the middle, Malice probably, reached out and grabbed her by the neck. He had thick silver claws, made precisely to grab hold of someone and make sure they couldn't get away._

"_No!" Midas yelled, a weak arm outstretched. All eyes turned to him. Malice gave him a large, toothy grin, something you'd see from a child on Halloween, or Christmas, not from a man who was in the process of killing one of the most powerful Powers in the city. Olympia turned her head as best she could to look at Midas. Her mouth moved in a whisper, but Midas couldn't hear her. He could guess what she was saying though. "The contingency." Midas choked out a sob before giving her the slightest nod. And then, just like that, Olympia fell limp to the ground. Malice clapped his hands in triumph._

"_And then there was one," he shouted out to Midas. He motioned to a large, white armored man to his side. "Bishop, you can take the last one. I trust you'll have better luck this time?" The Bishop slowly clunked over to the broken body of Midas._

_Something had snapped within Midas when he saw Olympia fall to the dirt. Any respect he held for the Alliance, any power he was going to hold back had vanished. If they weren't going to play fair, why should he? Midas struggled to his feet, constructing a crude golden walking stick out of the air. The Bishop held his long marble pole in both hands, ready to swing when he got close enough. Adrenaline began to flow through Midas' body, getting him more and more enraged. When the Bishop swiped his weapon at Midas, the Power caught it in his hands. Quite a few feet away, Malice's smile faltered, if only for a second. Midas groaned with pain and anger. He looked directly into the marble helmet the Bishop wore, staring straight into where he thought his eyes would be. With one final shout of pain, Midas' hands glowed brighter than ever before. Gold began to travel through them and into the marble pole. It moved its way from the weapon to the armored hands of the Bishop. Before he knew what was happening, the gold had begun to snake its way through his body. His arms stuck stiffly in place before traveling up and over his chest plates. He turned around as quickly as he could, but to no avail. He fell down, the gold making its way up to his helmet. Only seconds later, the Bishop was but a gleaming statue. Midas could give little time for guilt. He stumbled his way down the hill towards a very shocked crowd of Villains._

"_D-don't just stand there! Get him!" Malice shouted. But no one moved. A few ranks behind them, a nervous looking man inched his way backwards. When it became clear to Malice that his orders were being ignored he gave a sharp scowl. "Fine then. I'll do it myself," he muttered, marching his way over to Midas. "You have _some _nerve, Midas. I kill every last member of the Collection without so much as a casualty, and now that I've almost won, you waltz in here like you can save the world or something. Well, let me tell you something. You've lost!" Malice stomped angrily towards him. Midas was having trouble standing straight. He knew that even if he took down Malice, he wouldn't be able to take down the rest of the Alliance. He had to follow Olympia's last orders. He had to 'Go Gold'._

"_I'm sorry you feel that way Malice," Midas spoke shakily to the Villain. "Do _you _want to know something?" Midas asked. He raised both hands high above his head, clasping them together. "Good never loses. And neither does gold." Before Malice could utter any type of retort, Midas gave a loud battle cry and drove his hands into the ground with powerful force. Waves of golden light shot out from the center. They made their way around Midas, expertly avoiding him while morphing everything else around him to solid gold. They made their way up to Malice, swiftly turning him into a rather angry golden stature. They met with the other members of the Alliance, giving them similar fates. They traveled over the lifeless bodies of Glare and Olympia, of all the fallen clones of Regiment and Phalanx. They turned everything in a five hundred foot radius to pure gold. No one was spared. No one but Midas and a timid, frightened man who shot his way into the forests surrounding the crater, teleporting short distances. He took one last fearful look at Midas, at his fallen allies before zipping away into the unknown._

_Midas looked up to the golden body of Malice. The sun had finally came out from behind its wall of clouds, sending its gleaming rays to bounce off of the stature. Midas knelt to the ground, exhausted. He gave one last sob before slipping away from consciousness._

"Sir?" a feminine voice broke Midas out of his painful memories. The Power reached a hand up to his eyes to wipe away the tears that had formed before his advisor could notice. There was no place for weakness in the sole protector of the city.

"Yes, Marriott?" Midas replied, coughing out his dry throat. "I thought I told you not to disturb me?" Marriott gulped nervously before continuing.

"I know sir, but it's the mayor. I've got him on the phone right now." Midas' eyebrows shot up in surprise.

"O-of course then. Take me right to him then," Midas replied.

"One more thing, sir. The other Passenger, the girl? She was reported missing from her room a half hour ago," the female advisor notified the Power. Midas only wiped a hand across his face, something he often did in times of great stress.

"Unfortunately, that's not our biggest problem at the moment. Anything else?" Midas asked. Marriott was about to respond when she was suddenly stopped. Her hand darted up to her earpiece.

"Oh dear," she spoke quietly. "Alright, I've got him with me right now." Her hand dropped down softly to her waist. "Midas, sir, we just got a call. From Distortion. You're going to want to hear this."

* * *

Distortion tucked the phone back into his jacket pocket, strolling back into the golden covered cavern. Will was still tied up, slowly taking in the entire scene. Distortion had found a mechanical switch in the wall somewhere, and flipping it bathed the cavern in light, allowing them to view every pristine detail of the place. The golden bodies standing around, frozen in the middle of running or fighting. He saw the small hole where Midas must've stood, placed right in the middle of the cavern. The perfect, uncanny shape of Malice, caught in fear and bitter anger. The Bishop, who'd fallen to his knees, twisted around to face the center. Phalanx, who had surrounded himself with copies, trying to shield himself from the golden storm. It was horrifying. And yet, everything started to fall into place. The sad loneliness Midas emitted. The shadows that fell across his face when he talked about the Collection or the Alliance. When he talked about his powers like they were some sort of burden or curse. The tired lines around his eyes, like he'd spent one too many nights up past midnight. Will wondered how Tulip was holding up, what the scene was like back at the hotel. He hoped everything was fine.

"Sorry about that, I just had to make a few phone calls. I hope you found my little _display _worthwhile?" Distortion chuckled with mild amusement. "Lucky for you, we should be expecting your redheaded girlfriend any minute now," Distortion mused. Will squirmed with anger in his golden seat, much to Distortion's enjoyment. "Now, now, we have a lot to discuss and I feel like it would be better if we both just calmed down, alright?" Will stopped squirming but narrowed his eyes at the man. "I've been promised a lot of things by my benefactor, so I'd like this to go as planned. I needed that ball you've brought with you, but you didn't have it on you at the dinner. I suppose I can only be blamed for that. Now, your friend should be here with it shortly, and as long as she sticks to the plan, you can get out of here safe and sound." Distortion grabbed the corner of Will's chair and pulled it around so they could face each other. He knelt down so that their eyes would be level with each other. Will thought he saw a flash of movement in the tunnels behind the Villain, but quickly wrote it off as a trick of the light. Or rather, the lack of light.

"So here's how it's going to go. Me and my benefactor, we've come up with some great inventions by mixing his intellect and our technology. I've shown you the Distorter, but we've made many more. Among them is this," Distortion pulled out a small photo from his jacket pocket. He showed it up to Will. The teen couldn't figure out what exactly it was, apart from a rather messy looking machine. Will was appalled at the lack of proper mechanical organization. "This is a machine not native to this car. My benefactor calls it a 'weapon of mass destruction,' I call it the Linchpin." Will's eyes went wide at this. He began to recognize some parts of the machine in the picture. Things he'd seen on the news, about a small terrorist organization trying to make what the news called, 'a dirty bomb.' A makeshift, crudely made nuclear weapon. It could've caused untold damage if it had worked. Luckily for them, no one had the exact kind of expertise or knowledge to perfect it, but if Distortion claimed they had created a working one...

"It's a work of beauty, isn't it? Something even the great King Midas couldn't beat," Distortion said with a touch of bitterness. "You know, I've been looking for a way to defeat that blasted Power for _decades, _and the one time it's finally tangible, I have to bend the knee to some bearded homeless man," Distortion clenched his fist in anger. Will caught a glint of metal in the tunnel, something that was definitely there, something that he couldn't have imagined. He stayed silent, hoping it was Midas or someone else here to help rescue him. "This thing, this Linchpin, it could end the reign of that horrible Power. It would blow a chunk out of this city, with Midas in it," Distortion said. Willam's breathing grew shallow, giving a smile to the Villain's face. "But with my plan, that would never happen. You see, I've tried bombs before. Midas is smart, though, he knows how to use his powers effectively. He spheres the bomb with thick gold, a sort of blast shield. I have no doubt he will try the same for this thing, as he's never seen this kind of weapon before. Which will be his ultimate downfall. Trying to contain what this thing could do? It would be impossible, especially for one man. He will either fail, kill himself in the process, or something I call, 'Going Gold.' A process where Midas' powers become so exerted he no longer has the ability to control them. And the explosion would cause his powers to spread out, fly across the city. I wouldn't be surprised if three quarters of the city becomes solid gold," Distortion stood up with a smile and warped behind Will so that he no longer was in his sights. Will almost screamed with alarm, or at least he would've tried to with the gag. Crouched in the dark tunneled hallway was the unmistakable figure of Tulip Olsen. She noticed his look of fear and raised a finger to her mouth. Whatever she was planning, she needed Will to keep her location secret.

"Of course, this whole thing is theoretical. In truth, it has never happened, apart from a small taste at the Battle of Gold. But that will be a drop in the bucket compared to the horrors that will befall his attempts of containment. Or at least," Distortion gritted his teeth in apparent frustration. "At least that _happen _if your little friend never showed up. But nooo, Andrew wants the ball intact, the children _alive," _Distortion stretched the last word out like it was the most appalling request in the world. Neither of the teens heard it, however, they were focused on the mention of Andrew. The Cat had mentioned someone named Andrew. It was to similar to be coincidental. "I don't even stand to gain much after this. Of course he _tells _me he'll take care of Midas if I succeed, but I never truly believed that. Perhaps I just wanted some company for once. But that time has passed. If Andrew isn't going to help me, then I'll just help myself," Distortion stormed angrily over to the trapped boy, forcefully digging through his jacket's pockets. "I'll make you a deal, ok? If you can get out of this or your girlfriend comes by and breaks you out, I would advise leaving the city or the car immediately. In fact, these tunnels lead you exactly to the car's exit. But if you need to get there fast, you can use this," Distortion flung the cylindrical Distorter onto Will's lap. "All you need to do is create a steady image of the place you want to go to, alright?" Distortion looked flustered pacing back and forth on the golden floor. "Alright," he repeated. "Good luck. Now if you'll excuse me, I gotta' get out of here." Distortion gave a quick salute before bolting through the entrance, teleporting through the exact spot where Tulip was hiding. When it was apparent he wouldn't be returning, Tulip rushed out of her hiding place and out towards Will. The brown haired boy moved excitedly in his golden seat when she arrived. Tulip took out a small Swiss army knife from her backpack she carried on her back. She also had Will's backpack slung over her shoulder, weighing her down. When the ropes were cut and the gag removed, Tulip pulled Will to his feet.

"Ahem!" Will cleared his dry throat. "Thanks for-" Will was pulled into a tight hug by the redhead. He was surprised, but touched at the show of affection. Tulip pulled away after a few seconds and tugged on her jacket's sleeve.

"I-I'm really glad you're ok," she said with a slight smile.

"Me to," Will replied, giving her the same smile. "I'm extremely interested to hear everything that's happened, but I'm afraid we have bigger matters at hand"

"Yeah, I heard about the bomb," Tulip said with a shake. "Scary stuff."

"Scary stuff indeed. Look, we _need_ to get to Midas as fast as we can to warn him about the whole thing," Will told her, holding up the Distorter. Tulip made a face when she saw it.

"I don't know about this.." Tulip said, wary of the device that had snatched Will away with that creepy man.

"Don't worry about it," Will tried to assure her. "He told me how to use it. Just grab the thing and think of Midas, alright?" he told her. Tulip grabbed the thing under Will's hand, uncomfortable. Will pressed the button on top and immediately closed his eyes and thought of Midas. His character, the persona he had created for himself, his happy manner in which he hid himself behind. The wrinkles that showed the world how much pain he'd experienced over the years.

Tulip thought about how cool he had first seemed. A real life superhero. A comicbook dream come true. But as the day wore on she could see the cracks in his facade. The angry, broken man who shielded himself from the world. The sad, weak man who couldn't take care of a couple children, much less an entire city.

The Distorter beeped a few times before shaking in the pair's hands. Instinctively Tulip and Will both whispered at the same time.

"Whatever happens next."

And they were gone.

* * *

Midas ducked under a broken water pipe, narrowly dodging it as he ran through the maze of tunnels. Every so often he'd lose his hold over his powers and leave a couple footsteps of gold in the soft packed dirt before tightening his grip and reigning them in. His cape was torn in two places and there were several scratches on his golden outfit. As soon as Marriott had told him where to find the explosive he had bolted, making a beeline for the abandoned subway entrance. He cursed himself for not looking deeper into the former lair of the Alliance. He'd traveled for quite a few minutes, crashing into dark walls of dirt and stone before he'd finally found it. The bomb was situated in the middle of a rather large cavern. The machine had wires winding all around the tubelike structure it was built around. There were screens and gears and levers, stuff that Midas had little knowledge about. He remembered what Distortion had told his advisors over the phone. "Any piece turned to gold triggers the explosion. And keep in mind good sir, this is in no way a common explosive. One wrong move and the entire city of New Alexandria goes up in flames. Or perhaps, in gold. In any case, I would advise you to sit back and enjoy the fireworks. If everything goes fine, the bomb won't get within ten minutes of detonating. Now, I have a meeting to attend to. I have a bit of _negotiations _to do on a certain _golden square_. Have a great night, and I would hope you wake up to a city that is still there tomorrow," he had said. His advisors had recorded the message and played it back to the Power. They had tracked his phone to underneath the city, traveling through abandoned Alliance tunnels. And just like that, he was off. Racing through the city to the one spot he knew he could get into the Alliance's lair. Now he stood in front of the large explosive, clueless. One wrong move and it blows. One golden touch and it blows. If he trusted Distortion he'd be as good as dead. The only way left was to-

A blinding flash appeared in front of the Power. He backed up warily, unsure if he had made a mistake and set off the bomb. But the flash quickly retreated, instead leaving the crumpled forms of two children on the cavern floor. Midas rushed over to the Passengers, instantly concerned. Tulip was unconscious, but Will was awake, at least partially. When he saw the blurry form of Midas his eyes snapped open. He had a job to do.

"Midas," he mumbled a bit incoherently. "Th-there's a bomb…" Will was a bit out of it from the Distorter jump. Midas understood the general idea of what he meant, though.

"I know Will. I've got a plan, but I don't think you should be here right now," Midas told him, glancing up at the bomb. There was no timer, but instead a small red light blinked on the side of the contraption. Every few seconds the light would gradually increase in frequency, a sort of countdown. Midas watched to make sure the light didn't flash too fast.

"I-I have this," Will said, holding up the Distorter. Midas looked curiously at the device, plucking it out of Will's hands. Will pushed himself up onto his hands, his wrists still sore from the ropes he was bound with. He looked at the sleeping form of Tulip and pressed his hand onto her forehead, making sure she was alright.

"Incredible," Midas whispered, studying the Distorter. "How does it work?"

"You just, just press the button on top and think really hard about where you want to go. It seems to be designed for adults, or at least designed for the users to get stronger each time they use it," he told Midas.

"Do you think it could transport objects?" Midas asked. Will looked over his shoulder at the bomb. He was strangely calm about the whole thing, something perhaps caused by his warping around and under the city.

"I-I don't think so. I think it only works with someone thinking of where they'd want to go," Will told him. Midas' brow furrowed at this news. He rubbed a finger against the smooth silver casing of the Distorter.

"Is there any cool down timer? How quickly could this be used again?" he asked the boy. Will thought for a moment, thinking if Distortion had mentioned anything like that to him.

"I don't believe there is one. I would assume it works like his powers, either no cooldown timer, or a very short one. In any case, I would feel pretty sure we could use this now if we needed to," Will said. "You do have a plan though, right?" he asked Midas a bit more warily, as if scared of the answer. "Cause you can't, like, bubble it like Distortion told me you usually do. You'd send the city to its doom," Will almost whispered in the echoey space of the cavern. The air suddenly dropped several degrees colder.

"If I didn't have a plan before, I do now," Midas said solemnly. He looked sadly down at the seated teen boy. Will didn't realize what he was thinking until it was too late.

"No…" Will lifted a weary hand to stop Midas from crossing over him, but it did little to hinder the Power. Midas walked carefully over to the bomb, praying her didn't do anything to trigger it prematurely. He cleared his throat, which had suddenly grown dry.

"And you're sure you can," he coughed, "can travel objects with you?" he asked, not turning around to face the boy. Will tried to stand up, but collapsed onto the ground, his legs having not reverting back to normal after being bound up and warped several miles under the city.

"You can't do this man," Will cried out softly. "I know I didn't really warm up to you today, but we can figure something else out. There's always another plan, another way to fix things."

"I'm sorry Will. But if there's one thing I've learned from this job, it's that you usually take the first chance you get. Everything is time sensitive. Every second counts. And always, always put yourself before the people. That's what Olympia taught me. That's what the Collection taught me. I just never really took them seriously. I guess that's why I needed you two to come in so bad. Not just for the morale, to finally get what Olympia had been telling me about, self sacrifice," Midas smiled to himself. "You know, Olympia had a passenger too. I never met him, but there were stories written about him, movies made, the whole shabang. I guess you'd never think about that side of the car. What happens after the Passenger leaves the car, huh? You know, perhaps that boy taught Olympia a similar lesson to the one you've taught me," Midas pulled a hand through his golden hair. "I'm sorry Tulip never go her tour. I'm sure there would be hundreds of agencies happy to assist after this, free of charge." Tulip began to stir next to Will. Midas pressed the button on the top of the Distorter and placed his free hand on the Linchpin, careful not to turn any part of the bomb golden. He had started a process that couldn't be stopped. "I'm sure my scientists would be more than interested in helping you fix your ball thing," he told Will with a sad smile. He closed his eyes and thought long and hard about where he wanted to go. He opened them for a brief moment to admire the two children, the souls he would be saving. He'd had several moral dilemmas about whether or not he and everyone else in the car counted as 'real' because at the end of the day, they were all created for a specific, strict purpose. But even if he was nothing in the world, he'd be saving the lives of two people that were more than nothing. He smiled, at peace. And then he, the Distorter, and the bomb were all gone in a flash of white light.

* * *

Andrew Kingston was draped lazily over a hammock he had constructed on a hill overlooking the city of New Alexandria. He sensed that if he walked a few miles further the car would end, replaced by an invisible border. For a few brief seconds he wondered about the residents of the city, how they interacted with their sheltered little world. To them, they all had their lives and intricate lives they considered them. But to Andrew, they were just code. Just green orbs projecting a meaningless picture for years, hoping it would be lucky enough for some unlucky Passenger to stumble into it. And just for a brief, very brief second, Andrew thought about how he would react to the kind of scenario these people were in. Created for a singular purpose, to serve one specific goal that may not ever be completed. But those thoughts quickly passed, replaced by furious excitement. The lights of the city glittered down below, buildings now beacons of light in the darkness of the night. Andrew watched the ant-like people dash around, waiting for the fateful call he'd get from Distortion any moment now. "Why yes, my Officer, the children have handed over the desired object," and, "Of course, I'll be right over to hand it over to you." Andrew swung restless in his hammock swing, waiting for the bright flash of light that accompanied Distortion whenever he used the Distorter. Any second now. Seconds then turned to minutes. Andrew attempted to contact Distortion, but got no answer. He was suddenly very scared of what could be happening. Without Distortion's OK, he couldn't remotely deactivate the bomb. But if Distortion couldn't give the OK for some reason, then the bomb would detonate, destroying most, if not the entire city. Andrew still felt queasy thinking about what he did to Amelia. In truth, he could care much less about the well being of the millions of people in the city. After all, they were just code, right? What would be the difference between this and nuking something in a video game? No, his real concern would be the two Passengers. He'd done so much to create a plan that could guarantee them their lives and safety, and now he'd be faced with risking all of that, or losing so much time spent trying to get that ball.

Five more minutes passed, no word from his Villain informant. Sweat ran down his chilled face. Andrew now paced around the crisp grass of the hill., the lights of the city bouncing off of him. The bomb would explode any minute now. He had to assume Distortion had failed in his task. A task that would've been _so easy _to complete if Andrew had handled it. But if he had to listen to the Cat's advice, he'd have to do this by proxy. Andrew bit down on his gloveless thumb, attempting to try and relieve his stress. His other hand, the one with the glove, pulled out the Linchpin's controller. It held two buttons, one for activation and one for deactivation. His thumb hovered over the deactivation button, his mind waging a mental war against itself. If he pressed it, it would be back to square one. But if he didn't, he could end up with the death of two children on his hands, not to mention earning more of the Train's wrath.

A small flash of light could be seen high up in the air, almost like a star was coming into being. It was enough of a sign to convince Andrew to let his thumb drop.

"_Bomb, deactivated," _A robotic voice sounded from the remote. High above him, Midas braced for an explosion that would never come.

He had teleported himself to the only place in the sky that he could specifically think about. A place Olympia had taken him to on her most stressful days. It was where she went to think, to be calm. Midas could only hope it was far up enough for the bomb to explode without any major damage done to the city. For some reason, perhaps being a Power or an adult, Mida had a few seconds of consciousness directly after the teleportation. For a few short seconds, he seemed to be suspended in the air, still touching the Linchpin. In his last few seconds before passing out, Midas surrounded himself and the bomb in a golden bubble, hoping to muffle the explosion. Then, with his eyes drooping, he reached out a bit further and turned the bomb to solid gold. When he passed out, he wasn't expecting to wake up.

The New Alexandrian police found Will and Tulip wandering the tunnels beneath the city about a half hour later. Tulip leaned wearily on an almost equally weary Will's shoulder. Neither of them really talked, but they both knew what happened. Silent tears ran down both of their faces, mourning the loss of their short but meaningful friend. They had picked themselves up and began to shuffle around the former lair of the Alliance, hoping they'd stumble their way into an exit. Luckily for them, it only took around a half hour to bump into the police, sent into the tunnels to assist Midas, arriving late as always. As soon as Will caught sight of them he let out a huge sigh of relief before promptly collapsing to the ground, slipping into sleep.

* * *

It was a few days after what the news called, the "Passenger Incident" and Will was returning from a successful trip to New Alexandria's local science center. He had packed his backpack full of tools and machine parts he thought would be useful to repairing the little white sphere. He was so close, he could _feel _it in his bones, but Tulip had been urging him to leave for days now. She didn't feel safe, despite the swarm of police and Midas personally standing guard outside her door.

Will had awakened a few hours after they'd been brought up from the cavern system. In that time, they'd located the golden ball containing Midas and a golden Linchpin, smashed into a poorer part of the city. They'd taken it back to city hall, unaware of what it was, when the sphere retracted in on itself. Midas emerged from the bubble, battered and bruised from the fall, but alive, much to his surprise. He could only assume Distortion had been spinning more lies, or that he'd just gotten astronomically lucky. He thanked the spirit of Olympia for his life. When he found out Will and Tulip were at the hospital, Midas had demanded he be rushed over as soon as possible. He'd explained his story to a shocked Tulip who relayed the information to an equally shocked Will when he woke up.

Distortion was gone, at least in the practical sense. Midas had personally led a guard of New Alexandria's finest down into the tunnels, hoping to find the Villain huddled in some dirty corner. They found nothing, save for a small scrap of paper in what appeared to be Distortion's quarters.

**I quit. Don't look for me, and I won't look for you.**

**-You Know Who**

**P.S. There's a storm on the horizon Will. Don't turn away to the other direction**

Midas had also discovered a recognizable golden scene. His guards had exchanged nervous looks, unsure of how Midas would react to the site of his greatest tragedy. But Midas only gave a sad laugh before walking over and kneeling down next to the golden body of Olympia, mumbling something the guards couldn't hear, perhaps one last tired apology. When they got out of the tunnels Midas had immediately phoned the mayor of the city, requesting a complete filling of the caverns, for safety reasons. The mayor instantly agreed with passion. The "Passenger Incident" had seen to that.

Detectives Midas had brought with the guards found a strange occurrence under the city. In several places, including Distortion's quarters, was evidence of a second member in his little group. Fingerprints, things made from things Distortion would have no way of getting or knowing. Whoever it was, they didn't show up to anything after Distortion's absence. Midas simply wrote it off to some sort of hired gun Distortion had gotten, perhaps for the bomb. An informant.

The bomb never saw a life outside of its golden shell again. Midas had persuaded the city's scientists to leave it alone. Too much risk, not worth the reward. It sat inside New Alexandria's most secure vaults, determined to be contained for however long it needed to be. Perhaps forever.

Tulip did end up having her little tour of the city, and she definitely enjoyed it. Will even joined her, marveling at the great works of machinery that lay around the city. Midas had certainly enjoyed himself, pointing out the most iconic spots around New Alexandria. He may have just been happy to still be alive, as was the entire city.

Will spent most of his time at the Aristotle Research Center, named after the chief scientist of the Collection, who had perished like so many others in the Battle of Gold. There, he and a team of scientists attempted to revive the little Conductor, slowly gaining progress. Will thought a few more weeks could maybe get him the time he needed to get it working, but he knew Tulip wouldn't care for that. Besides, they'd given him everything he needed to complete his task. All he needed was time.

His number had changed when he woke up. He only noticed because Tulip had been keeping track of it, writing each number change in her little notebook of Train stuff. She assured Will the notebook was essential to their voyage. The change wasn't much, but at least Will could feel like he was doing something good. At least, according to Tulip. Who knows, maybe she was some sort of jerk and the lower the number, the worse of a person you were. Whatever it was, Will felt good about it.

**703**

He found Tulip outside of the hotel making talk with Midas over some historical spot Will had bothered little to remember. When she saw Will her face broke into a wide smile, the fluttering rising in Will's stomach again.

"Is it time?" Will asked her. She knew what he was talking about. For the past couple of days they'd been planning on leaving as soon as they could, even with Distortion seemingly defeated. His message was enough to give the two of them chills.

"Yeah, I guess it is," she replied, only a tad sadly. She really enjoyed this car, much more than most others, especially some of the really bad ones. But she was the one pushing to go, and she understood why they needed to leave. "Got the bags right out front in the lobby," she told him.

"The day has always existed, but I'd never like it to come," Midas said with exaggerated somberness. "Hold on, let's make this fancy."

A few minutes later and a sleek black limo was carrying Midas, Tulip, and Will to the car's exit, the double red doors located on the top floor of the tallest building in the city. Midas had expressed his worry about what would happen if the building fell. They were met with a mob of reporters and civilians, all looking to get a piece of the Passengers, especially after the incident. Midas had arranged for a load of police to block them off from the building, allowing the two a more comfortable sendoff. They were headed to the elevator when they were approached by the doorman, a confused look on his face.

"I heard the Passengers left three days ago?" the man said, apparently inept at using modern news technology. The three looked puzzled at each other, prompting the doorman to go on. "Yeah, my buddy told me he'd seen one of you dash up to the top floor and never come back down. Big, homely looking guy, dressed in all black. Buddy says he saw him come down from the elevator a couple weeks ago," he maintained. Before anyone could say anything a couple of guards pulled the man away from the trio, the doorman commenting on how his building should invest in more security cameras.. Will and Tulip shared a fearful look.

"How strange," Midas thought out loud. "That's the kind of person I wanted off the streets. Remember kids: drugs are never good," he flashed a smile at the two children, but they weren't convinced.

They continued their way over to the elevator, flying up through the dozens upon dozens of floors. When the doors finally dinged, Tulip ran over to the giant, floor-to-ceiling windows built around the room. She gazed amazingly out at the city, everything looking so small. Midas gave a short cough to catch her attention.

"I must say children. This has been the greatest honor of my life. I don't like thinking I exist only for you Passengers, but if I did, I wouldn't be mad they were you. You've taught me a valuable lesson about myself, and I will be eternally grateful for all that you've done for me and this city. I wish I could join you on your braze journey, but I have a duty to this city, and I could never turn my back on them," Midas knelt down to face them as equals. Tulip hung on to his every word and Will was even a little entranced. The man certainly had the charisma of a superhero. "And." he said, digging into the pockets of his golden uniform, pulling out a very familiar apple. "Here is something to remember me by. Just a little token of my appreciation." Tulip took the golden fruit with shining eyes.

"Thank you so much," she said, Will nodding in agreement. Tulip suddenly leapt onto the man, wrapping her arms around his neck in a tight hug. Will awkwardly bumped his fist on Midas's shoulder, prompting a giggle from the redhead teen. When the goodbyes were over, Tulip and Will walked over to the red double doors. They each grabbed a side, as they always did.

"Whatever happens next?" Will asked with a big smile.

"Whatever happens next," Tulip agreed, the same smile spreading onto her face. They stayed like that for a moment too long, looking at each other with happiness, before Will had the sense to push the handle upward, opening the door. They strolled through, giving Midas one last wave and goodbye before the doors shut behind them.

* * *

Somewhere, far in front of the Golden Car, Andrew slammed a furious hand onto a messy table filled with failed plans. He had lost this battle. He was determined to not let it happen again.


	5. The Diner Car

**Well uh, hello. In all seriousness I never meant for this to be so long of a break. I had been intending for this to be a shorter chapter I could get out before the release of Book2, but it didn't happen. And Book 2 just sapped all enjoyment I had out of writing this for whatever reason. It was just seeing how good it was maybe, and how bad mine looked in comparison? I guess? Whatever the case, as long as Book 3 isn't announced next month, I should be looking to hit back with regular updates. Thank the COVID for that I guess.**

**Best wishes-TheUnderdog**

Episode Five: The Diner Car

"We'll always remember your courage and bravery in the revolution!" the gun-man shouted. From the neck down he appeared as a normal revolutionary, as normal as a revolutionary could seem, draped in a torn green camouflage uniform that hung from his silver metal body, including silver arms wrapped in several dirty bandages. Despite the rest of his body, instead of a silver head, or any head for that matter, he had a dirty revolver atop his shiny metallic body. There was black mud smeared on the chamber of his gun-head somewhat resembling eye black, despite his apparent lack of eyes. His confident voice boomed from the depths of the dark hole of his barrel, although neither Tulip nor Will could make sense of how it worked. The man said his name was Ruger, the leader of the rebellion. From the few days Will and Tulip had stayed in this car, they had yet to figure out who they were rebelling against. The high elite firearms? An oppressive regime of rifles? Whatever the case, they were more than happy to play along, Tulip remarking several times on how similar their experiences were to that of a popular video game she'd been following. They did little but stand around while Ruger and his paramilitary friends shouted cliché revolutionary phrases.

The car reminded Will more so over a desert country in northern Africa or the Middle East, many buildings in ruins, sand running through the streets. A war-torn nation. The revolutionaries confided to the two that this place wasn't always like this that their car had once been a place of peace and prosperity. But a few months ago, the locals became more aggressive, inching closer to war. Interestingly, the few hospitals in the car didn't bear the familiar red cross, instead showing a circle of six white dots, apparently symbolizing the six bullets in a standard revolver's chamber.

Will and Tulip now stood on a tall hill of sand, overlooking a sea of yellow dust. Despite their little progress with whatever insurgency these gun-people were trying to pull off, Ruger apparently decided the revolution to be won for them, throwing a great celebration. At the end, when the sun set, was a going away party for the duo. They stood next to the red double doors, built right up from the dunes. Will wouldn't ever admit it, but he was anxious to get out of there. They had forced Will and Tulip to change from their casual clothing, instead giving them _proper _revolutionary clothing, including combat boots, shredded green vests, useless helmets made for people with guns for heads. Surprisingly to Ruger and his friends, Will and Tulip did not have guns for heads. And while Will thought the clothes were nice enough, he was more than happy to oblige when he was able to wipe away the eye paint and put on his modern, comfortable clothes.

"We thank you for your service!" Ruger thundered from his barrel. Tulip had to place a hand over her mouth each time the gun-man talked. It was just so odd, so funny to see. She regained her composure enough to close her eyes and stand up as straight as she could.

"And we, in turn, are honored to help you achieve…" Tulip looked confusingly at Will, as if she could only guess at what they were supposed to do. Will simply smirked and gave a curt shrug. Tulip stuck her tongue out at him and continued talking. "Glorious revolution?" she guessed, hoping it was the right answer. Whatever it was, it certainly wasn't the wrong answer. All of the revolutionaries gave thunderous applause, giving Tulip a chance to look smug back at Will. Ruger paused in his celebratory nature to aim his sights directly at Will's head, causing the boy to squirm uncomfortably, much to Tulip's delight.

"By the Gods of Gatling, we shall bestow you the greatest gift our people could give," Ruger spoke in an almost religious fervor."The blessing of the Great Remington. May he guide you towards a bright and fiery future." Ruger clasped his hands together to the sky. Will and Tulip exchanged a look of humor, causing the redhead teen to almost burst out laughing.

"Well… that's certainly...helpful," Will struggled to find the right words, prompting Tulip to try and help him out,

"_Very _helpful," she offered. Ruger was apparently satisfied, waving his silver hands around in the air. At his signal a group of similar gun-men made a sort of tunnel sprouting from the red doors. They raised their own respective hands in salute, making a gun with the thumb and the first two fingers, aiming them up at the stars. Will and Tulip returned the salute to Ruger and shook his hands. They strolled over to the exit, taking one last look at the sandy car. Will wasn't so sure he would be remembering this place so fondly.

Will and Tulip both grasped their respective sides of the double doors. They looked up at each other and smiled.

"Whatever happens next?" the redhead gave a sly smile. Will felt a similar, fluttering, feeling in his stomach that reminded him of his time in New Alexandria. He hadn't felt it in a little over a week, crossing through several strange cars, including one which included a rural town where every house was missing their roofs, something Will was peeved about when the mayor asked them to build a few.

"Whatever happens next," Will agreed. Together, they pulled the golden handle open, the doors swinging open. They gave a wave of goodbye to Ruger and the rest of the revolutionaries before walking over the metal catwalk to the entrance to the next car.

"$10 the next car makes us hunt down, like, a wild rattlesnake, or something," Will told Tulip as he made his way across the two cars, only half-joking. Tulip gave a short laugh to the idea.

"Will you take that in Canadian dollars?" she joked back.

Will and Tulip reached the door at the same time, grabbing the edges. Before they clicked open, Will and Tulip glanced at each other. Both were thinking the same thing. The same thing they'd been thinking each time they opened another car. Something bad could be behind that door. Someone like Distortion. Or someone worse. But those thoughts were irrational, and really couldn't be avoided even if it was true. They opened the entrance and walked through into a whole new world.

Perhaps _world _wasn't the correct word. Will and Tulip found themselves walking into the entrance of a small cafe, a little restaurant, tucked away on the tracks. They looked eerily around the room. No one seemed to pay them much attention, a sharp contrast to many of the other cars the two had previously been to. Another sharp contrast was the inhabitants. They weren't exactly normal cafe-goers. Will and Tulip spotted a hamburger man eagerly reaching for a much smaller, hopefully less sentient, hamburger on his plate. There was a large family of french fries seated in a collection of tables by the far left wall, all of them in varying shapes and stiffness. Running around the tables was a large sandwich dressed in waitress clothes. Working at the chef's station was a particularly greasy piece of pizza donning a dirty apron. Cheesy arms sprouted out of his slouching body, gripping a spatula.

Will and Tulip awkwardly stood by the doors, unsure of what to do until the sandwich waitress waved them in, pointing to a table. Tulip shot forward, not stopping for the table and instead running straight to the double red doors. She stopped right in front of them, looking back at Will as if expecting him to race over next to her. The boy instead leisurely strolled over, taking in the entire car.

"Where's the fire?" he asked with a smirk. Tulip impatiently tapped her foot on the floor.

"Sorry," she apologized. "It's just...every car that doesn't give us something for One-One, it's just a waste of time. We don't know when my number runs out, so I guess I wanna' get this done as quickly as we can, you know?" she subconsciously ran her fingers through her red hair, something Will had picked on as a sign she was nervous.

"It's alright. But I wouldn't mind taking a stay in this car," Will shrugged. He grabbed the golden handle and tried to look reassuringly at Tulip. She joined Will at the door, looking back at him.

"Whatever it takes?" she asked again, a bit more tired than the Revolutionary Car.

"Whatever it takes," Will agreed.

They pulled on the handles, but the door didn't budge. Tulip placed a foot on the handle and tried to yank it open, but she slipped and fell to the ground. Will choked back a laugh before extending his hand down to Tulip. She grudgingly took it and pulled herself back to her feet.

"Well," she said, wiping the dust from her pants. "It appears we've been met with another locked door." Tulip looked around the cafe. "I guess this means you got your wish."

"Oh come on," Will tried to cheer her up. "A diner isn't the worst place to be stuck in, right? Could've been worse? I'll go find us a table," Will told her, giving the girl a thumbs up. He made his way over to the spot the sandwich-waitress had pointed out to them before. Tulip sulked her way over to the chef's station, attempting to get more information about the state of the car.

"Excuse me, Mr.… Pizza?" Tulip asked the oily chef. He turned to face the redhead, setting his cheesy arms on the counter.

"Please, call me Cheese. Mr. Pizza was my father's name. Now, whatever is the problem?" Cheese asked Tulip, taking out a dirty rag and wiping down a shiny white plate, for what reasons Tulip would never know.

"Oh, well then," Tulip spoke, a bit taken aback. "I was just wondering if you could tell me why the door is locked, or if there is anything we can do to, you know, help it unlock?" Cheese pulled his hand away to give a scratch atop his literal crusty head.

"Well, that certainly beats me. The last Passengers to pass through these parts were a bit past my time, at least. I'd ask my father if I could, Lard rest his soul. But hey, while you're thinking, feel free to sit down and enjoy some food. I pride myself on being the best restaurant across seventy miles of track," Cheese replied, ending by proudly displaying his arms as if embracing the sky.

"What's past seventy miles?" Tulip asked out of curiosity. Cheese responded by curling his fists in concealed rage.

"Please. I try not to talk about Pablo's Cafe while on the job. Too much shame. Too many bad memories…" Cheese trailed off, dipping his crustlike head down with sorrow. Tulip swore she could hear somber Mexican music playing softly in the distance.

"Well, okay then, I guess...I-I'll go sit down," Tulip choked out, pairing her awkward words with an awkward smile. She felt like Cheese was giving her the same smile back, just without a mouth. Or any other parts to a face.

"By all means," he told her, waving a hand in the direction of Will, who was sitting comfortably at one of the booths up against the wall of the diner. Tulip could see out of a large window; the barren orange landscape of whatever land lay beyond the Train. Cheese bent down close to Tulip, sort of cupping his cheesy hand around her ear.

"Between you and me, I like him," Cheese whispered. Tulip blushed fiercely and darted her eyes to the floor.

"It's not like that," the redhead teen mumbled under her breath. Cheese only chuckled and elbowed her in the shoulder.

"Well, call me from Pablo's if that ever changes. And please, have a grand time at the Third Rail!" Cheese gave a pair of halfhearted jazz hands before walking back to the chef's station. At the last few words of Cheese's sentence, a bright neon sign above Tulip began to glow immensely. The teen backed up a few steps, allowing it to be more visible. The green shine was unmistakable.

_**The Third Rail!**_

"Hmm," Tulip murmured. She wasn't exactly sure how she felt about the ominous name. After a few seconds she gripped the sides of her backpack and strolled over to the table Will sat at. He'd stored their bags under his feet while his bag sat on the center of the table, machinery spilling out of it. He paid little attention to the mess, however, as he gazed longingly at the laminated menu he held in his hands. Tulip slid into the booth across from Will, picking up a menu of her own.

"Tulip, if I'm dreaming, _please, _please don't wake me up," Will told her, his eyes glazed over. Tulip smirked, looking up to see what he was talking about. "They have _everything. _Burgers, fries, steak, milkshakes!" he marveled. "We had to eat bullet casings in the last car!"

"Uhg, don't remind me," Tulip grumbled, clutching her stomach. Will laughed and continued reading over the menu. Tulip followed suit, admittingly amazed at the selection as well. Food wasn't exactly hard to come by on the Train, but good food definitely was. They spent a few minutes looking over the food before the sandwich waitress from before made her way over to the pair.

"Hey there strangers. Name's Montague, but y'all can call me Monty," she told the teens in a stereotypical southern accent. "Now, y'all got your orders ready?"

"Well, hello Monty," Will greeted the sandwich, closing his laminated menu. "And I should probably be asking _you_ if you're ready to hear it," Will said with a sly smile. Tulip just groaned, while Monty gave a small laugh of amusement.

"Someone sure is hungry," the sandwich said, taking out a little notepad.

"You don't know the half of it," Will told her, propping his head up on his arm on the table. "You wouldn't believe how much you take for granted back home, you know?"

"Oh I'd believe it alright. Y'all ain't my first Passengers, just so y'all know," Monty told the two of them. Upon hearing this, Tulip perked up, suddenly interested in every word that came out of the sandwich's mouth (or whatever their equivalent was).

"You've seen other Passengers?" she asked the waitress.

"Why of course," Monty said. "But that was a long time ago. Back before Cheese's time, for sure. His father was such a sweet man, you know?" Monty reminisced; her slices of bread angled towards the ceiling like she was gazing happily up at the stars.

"Well, if you've seen other Passengers, do you know how we can get that door unlocked?" Tulip asked, curling her toes in anticipation. Monty shook rapidly, and it took the two of them a few seconds to realize she was laughing.

"Oh love, let's just say you made the right choice sitting down here. But please, what would you like?" Monty asked the two of them, focusing right back on business. Probably why she'd been able to keep her job for so many years.

"Well I'd like two choclate milkshakes, one without whipped cream, one with _extra _whipped cream. I want a large burger with extra cheese and extra fries. No pickle. It is _imperative _the burger contains no pickles. I'd also like a large Caesar salad with extra dressing and extra croutons," Will ordered. After he was done he took a deep breath, as if he was close to passing out from the magnitude of his order. Tulip gave Will a look of amazement, like his request was unfathomable. The brown-haired boy only gave Tulip a sheepish smile.

"Certainly a mouthful. And for you darling?" Monty asked the redhead.

"A water," Tulip said dryly, narrowing her eyes at Will. "And a small fry."

"Well normally I'd press on you a bit, but I'm sure there's enough food to go around," Monty chuckled to herself. "Your food will be out shortly," she told the two, walking away to do her job somewhere else. Will was rummaging through the mess of mechanics that was his bag when Tulip cleared her throat in a not-so-inconspicuous way.

"What?" Will asked, trying to look as innocent as possible. Tulip simply raised an eyebrow.

"We've been here for less than a month and you're already acting like we haven't eaten in weeks," Tulip remarked, crossing her arms. Will shrugged and leaned back in his comfy booth seat.

"Oh come on, you never know when this might come around again. You miss every shot you don't take, you know?" Will told her, attempting to defend himself.

"Really?" the redhead said skeptically. Will fiddled with his thumbs and looked away from his friend.

"I guess there's a little more than that. It's just...me and my father would always go to this little place near our house every month. We'd always get the same thing, I'd get the burger and he'd get the salad. It's been going on for _years_, and now...well I guess this'll be the first time it won't be happening. I don't know, maybe I just wanted to feel like, like everything was normal, you know?" Will confided, a slight blush of embarrassment spreading onto his face. Before Tulip had a chance to say anything he took out the broken white ball out of his back and set it on the table, pretending to examine every inch of the thing to avoid conversation with the redhead. But Tulip wasn't going to mock him or make fun.

"I get what you mean. I mean, the first time I was here, I tried to convince myself I was back at home with Car that had a couple of cardboard cutouts of my parents," Tulip gave him a slight smile, trying to show him it was okay. Will looked like he was about to say something, but Tulip stopped him before he could get anything out. "Don't ask. Point is, it's okay to be homesick. To feel...bitter, or something. The point of the Train is to get you to admit things about yourself that you'd never have admitted to anyone else, maybe not even you. It's a special kind of therapy, because all it is is you. It's you trying to find yourself, your place in the world." Tulip reached over the table to take Will's hand and to look in his startled eyes. "But sometimes, a little company is nice," Tulip smiled. They stayed like for a second too long before Tulip retracted, crossing her arms in front of her face to shield the blush, while Will bent his head over to look like he was fully immersed in his work on the little sphere.

"I-I think I'll just work on One-One, you know, before the food gets here," Will stammered out. Tulip coughed, clearing her throat.

"Y-yeah, that sounds good. Let me know if you make any breakthroughs," she told him in equal awkwardness.

"Will do," Will told her. He paused and looked up at her. "And thanks. I'm really glad there's someone here who understands," he smiled. Tulip, despite the tension in the air, couldn't help but smile back.

"You got it. Now if you'll excuse me, I'll be taking a nap. That Revolutionary Car didn't have the most comfortable bedding. Or anything comfortable for that matter," Tulip noted, laying down in her booth seat, using her backpack as a makeshift pillow.

Will took out an assortment of tools, laying them all over the table. He clutched a portable blowtorch he'd plugged into his battery stored inside of his backpack and clapped on a dented metal facemask he'd gotten from his time in the Golden Car.

"Alright you hunk of metal. I'm close, I can feel it," he whispered to the deactive little sphere. "Let's do it. Whatever it takes."

"Perhaps. Perhaps if I do this…no, no, that would never work." The mumblings of Andrew Kingston echoed around in the confines of the Engine. In front of him lay an ornate, gleaming golden table, dirtied from stacks of papers and makeshift models strewn about it. Andrew stood hunched over the whole thing, his eyes darting crazily from paper to paper. This had become an unfortunate routine in the homely man's day. Planning, scheming, searching for the right time to strike. He wondered if this was how military generals felt, the ticking clock above their heads, counting down the seconds they had until it was too late.

The Officer fell silent, the words under his breath finished. He fell onto his throne, exhausted. A gloved hand found its way to his head, rubbing softly at his temples.

"Whatever is the matter?" the voice of a certain smirking white feline rang out from the corner of the car. The Cat had made a small alcove in the dark space, a little nest, cobbled together. Ever since Andrew had gotten fully immersed in his work he'd had little time to enforce his rules against the feline, and she had taken full advantage of it. The Officer pushed himself up by his arms, looking on the table for a specific paper. He grabbed it forcefully and sunk into his cushy throne with anger. He grabbed the paper with both of his hands, crumpling the sides with his rage.

"Her. Him . _They _are the matter," Andrew growled, blasting the piece of paper in the direction of the Cat. It was a photograph, a black and white CCTV shot of Tulip and Will with Midas in New Alexandria. "It would've been so easy, so very easy if it hadn't been for them. But of course, everything must be against me. Even in success I must fail, isn't that the rule of the world? Even when I win I must lose," the Officer spoke softly, but his words contained a sense of unfairness and bitter hatred, like Andrew was on the gallows for a crime he hadn't committed.

"Are these children such a threat to you?" the Cat asked with her innocent facade.

"Well isn't that the thing? Of course not right now. Lord, they probably don't even know who I am!" Andrew exclaimed. The Cat raised a curious eyebrow but kept to herself. "But you see it time and time again. You underestimate someone, you'll find yourself under their boot soon enough. And with the ball, well, I just can't take any chances. I can't afford to lose again."

"And why's that?" the Cat asked, slinking past the haggard insurgent, her paws careful to dodge the stacks of empty Chinese food boxes Andrew had picked up from the Chinatown Car, a find he was especially proud of.

"No. No, I don't have to tell my life story to some...some sentient _feline,_" Andrew said, spitting out the words like they gave him a bad taste in his mouth. The Cat glanced over her shoulder, intrigued.

"Your story would be safe with me, _Officer_," the Cat said, her words moving over Andrew like smooth silk. He could tell why she was such a good conman. Conwoman? Concat? In truth, he might've been able to resist temptation for a few minutes longer, but he didn't see the need. Perhaps, deep down, he wanted to tell his tale to someone. Andrew waited a few moments, drenched in heavy silence before he finally spoke.

"I had a son. Alex. Alex Kingston," the Officer gave a slight smile, the good memories coming first, before the bad did. "A brilliant little boy, the kind of child you'd see in a PG movie. No complaining, no bickering. We lived in...Seattle for a while, I think. Yes, that's it. He was…" Andrew paused, blinking away the tears forming in his eyes. "He was planning on going to Columbia. He would've been able to, I think. Then...something happened, something got to him in high school. I wish I knew what. _God _I wish I knew!" Andrew slammed a fist down on the golden table in front of him. He sat back, cradling his injured hand. "He was never the same. I don't know. And, after the whole...thing with New York in '01, we moved to San Diego, and I got a job as a policeman. The 'Officer', right? I don't know, maybe I got too caught up with the patriotism." Andrew reached to his left breast pocket and pulled out a tarnished gold badge. It grew blurry in his hands, and he realized he had started crying. "Alex got worse. No school, no drive to finish learning. No drive to do much of anything. Like he'd gone and lost the will to...to live," Andrew spoke, so softly the Cat had to strain her pointed ears to hear. "And then, he just goes and leaves. Walks right off the face of the earth. We called everyone, we searched everywhere. And yet, nothing. My wife, she and I...broke up a few months after that. She moved back to Seattle, and I stayed there." Andrew reached further down in his pocket and pulled out a small plastic bag. He opened it to reveal a little Polaroid, a picture showing Andrew and his young son. Better times. "It must've been...what, five years? Six? Just showed up at his mother's. Just...out of the blue." Andrew closed his eyes, trying to maintain his composure. If he talked for too long he'd end up on the floor, bawling his eyes out. "Best days of my life. It was like he was...like he was back to normal, or something like that. He started applying for colleges, started rebuilding his life. He'd never tell us where he'd been. Too be honest, I didn't really care. I was still ecstatic he was alive. I-I started making plans to move back, to get back together with his mother. Everything was going great." Andrew gave a bitter laugh that quickly turned into a harsh cough. When he was done, his face grew dark, as if the skylight he'd neglected to fix had been covered with a storm of black clouds. "But it didn't last. Nothing good ever does, huh?" he paused, as if remembering something. "Nothing gold can stay. Frost, huh? Boy, did he have it right. Alex started getting worse, fast. He started staying out more, losing his interests. He stayed mostly in his room, on the computer doing God knows what." Andrew balled his hands, crumpling the photo. "It was...around six months. Six months. Like I said, best days of my life. Followed by the absolute worst." Andrew bent over and placed his head in his hands. The Cat walked slowly up to the throne, careful not to disturb the Officer. "Some days...some days I'd like to think he had no other choice. Backed up into a corner, no where else to turn. Thinking, 'There's worse fates than death'…" Andrew suddenly sat up straight, running his gloved hands through his hair. His face was blotchy and red from tears. "The doctors called it PTSD. The cops called it delusion. Another case of the 'Trains'. That's what they were calling it. Some poor schmuck so messed up he starts making up stuff about supernatural trains and other 'delusionary elements'." Andrew took a few shaky breaths before continuing. "Shared Mismemory Disorder. That's what he had. All the stuff on his computer, him looking up sightings, people who claimed they were 'Trained'. Just the works of a madman. Symptoms of insanity. But I never really believed them. Alex...Alex left something for me. A note. His last words, so to speak. He didn't tell me what had happened to him in the beginning. Too…'traumatizing' were his words. But he told me he'd been in a slump. A bad time. Real bad. He went out one day, just to get out of the house, just to remind himself he could still breathe. He found himself in the subway, just wandering about. A bright green light flew before his eyes, and before he could even say 'Huh', he was in the belly of the beast." Andrew fell silent, an air of finality hanging around his words. But the Cat wasn't about to leave it at that. Whoever came up with the phrase, "curiosity killed the cat', was one hundred percent correct.

"What happened then?" her words fell out of her mouth, almost a whisper.

"Alex...he gave me so many tales of adventure, so many cars, so many stories. Kingdoms of cookies, roller coasters made out of candy canes. He told of a great orange wasteland, stretching as far as the eye could see. He told of gigantic steel cars, containing even larger worlds within them. He told of the most vibrant, the most evil of characters he encountered. I think that was his favorite part. Being able to tell people what happened to him, being able to speak about it without being ridiculed, without being labeled delusional, insane." The Officer's eye gave one last tear before his face grew dry. "He said it was the best years of his life. He was having fun, he was enjoying life. He made friends, he made enemies, he _did things_, just like a normal person. He...he told of a bright green number on his right hand, its exact digits escape me. It was in the thousands, at least that's what I'd assume. It...It kept going down. No one could tell him why. The people in the cars were like video game characters to him, they knew what to say to make you feel better, but they never gave him the answer he didn't want to hear. The answer he _needed _to hear. And when he got down to zero? Poof. Gone. Stumbling onto his childhood home, falling down in the rainy streets of Seattle. He tried so hard to adjust, to get used to normal life. It was for nothing. He just couldn't live in the real world anymore. Who'd want to, after what he'd been through? Living it up in a world where everything makes you feel good, then returning to a place where everything sucks?" Andrew scratched absentmindedly at his tangled beard, met with his tears. "That's why he did it. If he couldn't live on the Train, then he didn't want to live at all." Andrew paused, collecting his thoughts. The Cat was astonished. How many years ago had he been there. Had she met with him?

"I didn't show the notes to the police. I knew what they'd do with them. I _was_ one of them, for heaven's sake! Besides, I decided I was going to do a little bit of work on them myself. I started diving deep into the rabbit hole that was the 'Trains'. Thousands of cases, each of them so specific and intricate that some say it must be true. Some of them were...less than interesting. Many were faked, working to discredit the real ones even further. They talked about the same things Alex had written about. Getting sucked randomly into a mystical green train when they were at their lowest points in life, going along the path, growing as you went about your way. They talked about you, Cat. Some wrote you as a sniving, scheming con artist. Some wrote you as a helpful, kind, Good Samaritan. They wrote about the Monster, a beast with more arms than bullets in its eyes. Sneaking around, thieving green orbs, breaking cars, breaking Passengers. Most referred to it as the Steward, although some called it the Engineer, and even still, some thought it to be the Conductor themself." Andrew shuddered, the memories flooding back to him.

"What then?" the Cat hissed, barely audible over the clunking of the great wheels churning the Train forward through the bleak desert.

"I suppose…I suppose I became a sort of detective. I'd post ads in the paper for those who claim they'd been 'Trained'. I searched every inch of the internet, scoured even the tiniest of things, as long as they _may _have contained a hint to another piece of the puzzle. I started taking an online college course on coding, based on the accounts of several former Passengers. I tried my best to adapt to the modern world, despite how hard it seemed to be, or how much I didn't want to even try. I tried my hardest to get personal accounts, meet people face-to-face. If that didn't work out I'd call. I'd text, I'd email. Anything to get what I wanted."

"What did you want?" the Cat whispered.

"I wanted an entryway. An entrance. A door to this marvelous world. It was something none of those 'Trained' had experienced. Looking for the Train. _Trying _to reach it. Many doubted it could be done, but I couldn't afford to listen to them. If I couldn't get my son back, I'd get back at the thing that got my son. And it took years. Years of sweat, years of traveling all over the world, years of stopping at the local bar, hoping to God some former Passenger would wander in and make your day worthwhile," the Officer spat angirly. He rubbed his hand over his eyes and tried to calm down. "It was my third attempt, you know? Third times the charm, I guess. I drove out to the middle of nowhere, where even the railroad crossing didn't have a sign. I stopped and I waited. I thought about all the bad in my life, my failed marriage, the death of my son. All the tragedy, all the things that make life a nightmare to wake up to in the morning. And then...just like that...I got here. I finally had succeeded in one little thing. I got...I got a blasted _message, _from that ball when I woke up in that little pod. Disgusting. I know for a fact my son never got that. He had to work his way to find out how to work in that prison. And God, did I found out later on how prison-like it really was. My son was smart, smarter than me, but he didn't know how awful this Train really could be. I spent a few months crossing cars before I met you. And then, well the rest is history." Andrew stood up and wiped what remained of his tears from his face. Just markings of weakness. He startled the Cat, who backed away from the imposing form of the Officer.

"But-But what now? You've had your revenge. Amelia...Amelia is gone. One is gone. You own the Steward, you own the whole Train! What more could you want from this place?" she asked, a hint of fear in her voice. Andrew turned and walked away from her, taking the paper of Will and Tulip with him. He walked over to the middle of the skylight and whispered something in his radio. Then he turned back to the Cat with a bright, happy grin on his disheveled face.

"Why, isn't it simple? You told me Amelia wanted her husband back. Well I suppose I'm different. I've made peace with my son's death. But I have not made peace with the things that caused it. The Train may have failed to help my son, but the world broke him first. It was the world that pushed him to this place, and it was the world he couldn't get adjust to. I've had my revenge here, but I have yet to have my revenge on the world. For that I need power. And lucky for me, power is of no shortage here, not to me. You know as well as I, that I shall do what it takes to win, Cat. I will do..._whatever _it takes," he laughed, his happy grin growing much more evil, much more maniacal. He stood there for a few seconds before the silver tendrils of the Steward dripped down from the skylight, wrapping themselves around the Officer. They yanked him upward and out of the Engine, leaving the Cat alone, and utterly terrified.

Hazy rays of light made their way through the windows of the Third Rail. They glinted off of the mess of metal Will had strewn about the table with little order or organization. Grease was smeared on his cheek and clothing, his hands coarse from winding down wrenches or fusing together machinery. He felt like he was close, _extraordinarily _close. It could be days, it could be hours, or he could finish right there. For him, at least, machinery was the most unpredictable thing. You could do everything right and fail, or mess everything up and still get it to work. His teachers called him a prodigy, but he thought the basics were just that simple.

He took a break from his work and sat back in the comfy seat, exhausted. He glanced over to the chef's station, but there was no one there. It had been hours since they'd ordered, and even with his monster request, the food should've been out much earlier. Maybe they were letting him work, letting Tulip sleep. He pushed away a stack of piping to look at the dozing redhead. Tulip had one arm outstretched from the seat, her other folded back around under her makeshift pillow. The green light gleamed dully from under the table, the measly **1 **barely taking up any space at all. Sometimes he felt jealous of her lack of numbers, but he'd remind himself that she'd done this thing before. It was good to have an expert on his side, or at the very least, someone who wasn't totally inept with the functions of the Train. She'd know what to do in a tight situation, know exactly how to talk to someone, how to get what they needed.

Will didn't exactly understand his feelings towards the perennially named child. Perhaps he was happy to have a friend for once. Sure, he was friendly towards most of the people at his school, and he knew all their names and they knew his, but there was never any real connection, no bonds. His birthdays were always spent with his surrogate father. He never called people, he never looked forward to working with anyone on projects. And, in a sense, he was okay with that. He was fine being solo, sitting alone on the bus, eating alone at lunch. It was his choice, and he was fine with it. Yet, the more time he spent with his redheaded friend, the more his worldview threatened to shatter. To him, Tulip was everything he secretly hoped a friend would be. Supportive, fun, kind, respecting. His world was turned on a dime, and he wasn't just talking about the Train ride. His whole philosophy was cracking, threatening to burst every time he looked at his new friend, every time he laughed with her, every time he laughed _at _her. He'd never thought of friendship as a burden, or as something less than being alone. He just thought that it wasn't for him, and now, he was suddenly coming to the conclusion that it might be.

Tulip murmured in her sleep, turning over to face Will. For reasons he didn't know, his cheeks started growing warm and red. He wasn't exactly sure what part of friendship it related to, but he felt like he was close to figuring it out. Just a little more time. That's what he needed. More time. More time to fix that ball. More time to determine his feelings towards Tulip. More time to get his food. He was starting to grow considerably hungry.

"Hey, kid," a gruff voice broke Will out of his thoughts. He turned around, coming face-to-face with a very large slice of bacon. It rested a crispy arm on the top of the seat Will was sitting on, his other drumming his even crispier fingers on the table. The bacon definitely didn't look fresh, or even something you'd want to eat. He didn't have eyes, or any facial features for that matter, as did all of the sentient food-people that inhabited the car.

"You got my food?" Will asked, not even trying to hide the contempt in his voice. His stomach growled, as if on cue.

"Nah kid, I got something better," the bacon-man said in his rough accent. It sounded almost New Yorkian? Was it different in this car? New Pork, maybe? Definitely not something he'd heard from somewhere in Denver. "C'mere, I got something I think you should see." He tried to be as persuading as possible, but Will wasn't convinced, at least not yet.

"Why should I?" he questioned. "I'm perfectly content with sitting here, working on this...ball. Besides, I can't leave now. Food'll be coming any second now," Will said, inching a little bit away from the intimidating figure of the bacon-man.

"Please. Just trust me, your food will be fine. It's how this car works. You don't get your food when you want to, you get it when you _need _to. And right now, you _need _to come with me, alright?" The bacon-man seemed to look over his shoulder, although Will couldn't be sure. He realized how much he took facial features for granted back home.

"Why should I believe you? I don't even know your name!" he exclaimed. The bacon-man just laughed, a hint of sadness hiding behind it.

"No one really does. Just...you can call me Porky, alright. And you _really _need to see this. Use your head, kid. If I wanted to hurt you, it wouldn't have been very hard to just do it," Porky told him, trying to appeal to the logical side of the boy. Will thought about it for a moment and slowly got up out of the seat.

"Okay. Just...let's make this quick, alright?"

"You can take me on my word, this won't last long. Just, follow me now," Porky told him, moving away from the booth and moving onto a route only he knew. Will took one last look at the slumbering form of Tulip before striding after Porky.

Porky led Will in a winding path through the restaurant, taking him places he hadn't even noticed when they had first gotten there. As they made their way through the tables Will took notice of the types of inhabitants he started to see. No longer was he in a nice, happy, open area where the sun filtered in through the numerous windows embedded in the walls. This part of the car was a dank, dark corner, where only the most hardened and tough food-people sat. He spotted an oversized kernel of popcorn, a scar running down his faceless face. When he saw Will he clutched his bag of popcorn tightly, perhaps trying to appear more intimidating. It worked. Will made sure to steer far away from the unhinged piece of cooked corn.

Porky ducked into a hallway cutting off from the main room. Will followed, quickly realizing Porky was leading him towards the toilets.

"You wanted to take me to see the bathroom?" Will asked, thoroughly confused. Porky's shoulders shook, and it took Will a few seconds to realize the bacon-man was having a soft laugh.

"Nah, look behind you," Porky told him, pointing at the wall to Will's back. The boy turned and took in the sight. It was a shabby looking piece of work, big block letters nailed near the top.

**WALL OF PASSENGERS**

Under the letters were a few framed photos with little golden plates under them. There were only five photos, each of them a portrait shot of a different Passenger, someone who presumably made their way through the Diner Car in the past. A few of them were from a much different time, most had been taken in black and white, save for the last two. Both of them showed a teenage child, a boy and a girl, smiling at the camera. The boy reminded Will eerily of himself, although the girl was far from looking like his redheaded friend, the girl's fuzzy golden locks unsecured and pooling around her shoulders.

"What is this?" he asked Porky. The bacon-man acted like he didn't hear him, instead reading off the names on the plates.

"Joshua Marshall and Olivia Stanton. Passed through these parts nearly three decades ago. Nice kids. You know, I was working that night they came in. Used to be assistant griller, wouldn't you know it? Real good kids," Porky repeated, his voice completely going though Will, almost as if the bacon-man was talking more towards the headshots more so than the boy in front of him.

"Alright? Thanks for the info, I guess? But what does this have to do with me?" Will asked, a little more forcefully. He was starting to grow annoyed with the bacon-man.

"They never made it out, Will, was it?" Porky continued, not reacting to Will's questioning. "They're still on the Train, perhaps forever doomed to this life. You might even meet them...how strange." Porky then turned, directly facing Will as much as he could. "My point is this. What's your purpose on this _magnificent _ride? Joshua and Olivia couldn't answer. You know how they turned out. So what's your answer?" Porky grew even more intimidating, placing his crispy hand on Will's shoulder. Will started to sweat, his annoyance now replaced with fear.

"I-I don't know what you want! You wanted to show me pictures of former Passengers?" Will stammered out. Porky's grip grew tighter.

"I'm asking you a question! Why are you here? What are you going to do? Did you even know there's a rumor spreading down the tracks? You're not exactly the favorite people on the Train, definitely not by the Conductor!" Porky nearly screamed Will's head off.

Down the hall a walking churro strolled out of the bathroom, took one look at Porky and Will, and walked back into the bathroom.

"You wanna' know why I'm here?" Will asked softly. The mood was deathly silent. "Well so do I. I don't know why I'm here. I don't know what I'm doing. Isn't that the whole point? Tulip told me the Train is about finding yourself. Maybe that's what I'm doing. I'm here to find myself. And whatever's going on with that ball, I'm here for that too. I'm here for my friend." Will told the burned bacon-man. His eyes were narrowed and his voice was strong. For a few moments they stood like that, drenched in awkward anger. Then Porky took his hand off of Will.

"Good answer. Josh and Olivia couldn't tell me that. They couldn't admit to me they just didn't know. I'm glad you can. You're a good kid too Will. I bet your girlfriend is as well," Porky said softly. Will blushed at the last part, his eyes darting to the ground, but his mouth staying silent. He was a little terrified that anything more he said would send Porky into another rage. "I hope you have a good ride. I hope you have a good lunch, too. I think the food's here by now. Definitely seems like the right time, huh? Good luck Will. May you leave this place safely, however long it takes." When Porky was done he gave Will a quick salute before walking down the hallway, dashing right down into the darkness, leaving Will stranded. The boy stood there for a few minutes, taking in what had just happened. The churro from before peeked out from the bathroom, and upon seeing Porky gone, leapt from his hiding spot and ran past Will, back to his seat. He obviously wanted to get as far away from Porky as fast as he could. Will gave a smirk before looking back up at the portraits. The grinning boy stared coldly down upon him.

"Maybe we will meet," Will whispered. He gave it a few seconds before leaving the hallway, walking back to his seat.

Porky was correct in at least one thing. When Will returned to his table he could see the numerous plates stacked around the mess he'd left scattered across the surface. He caught no sign of Monty or Cheese, but he did see his newly awakened redheaded friend. recently. Her hair was unkempt and he rubbed at her eyes.

"Where have you been?" she asked through a yawn.

"Just had to...go to the bathroom," Will told her, sliding into the booth. Tulip either bought the half-lie or didn't care enough to think too hard about it.

Tulip grabbed her fries and water, scarfing them down quickly. Will raised an eyebrow before biting into his burger.

"The...nap made me hungry," Tulip defended herself between bites. Will sighed and pushed one of his milkshakes towards her, something she graciously accepted. They ate in relative silence, Will pushing food as fast as possible before grabbing One-One and attempting to do some more work on him.

"So...I guess we never talked much about who could've done this, you know?" Tulip remarked, pointing a stiff fry at One-One.

"Yeah," Will replied, not exactly giving his full attention to the conversation. "You, uh, have any ideas?" he asked the redhead.

"Well...I was just thinking about that message, the one we got from the Cat, back in the subway?" Tulip said.

"Yeah, yeah, that spooky hologram that came outta' here like R2D2?" Will said absentmindedly. Sparks flew up and startled him, causing him to jump back, annoyed. He reached to his side and pulled on his small welding mask.

"I guess I was just worried about what happened to him. This kind of thing has happened before, back with Amelia, remember? What if...what if I made a mistake leaving her there? What if _she _did it?" Tulip questioned, visibly shaken. Will looked up and sighed.

"You didn't make a mistake. Giving someone a second chance is never a mistake, and if they don't take advantage of that, it isn't your fault. Besides, didn't the Cat mention someone else, like Andrew?" Will told her, trying to console the redheaded teen. Tulip thought about this for a minute, letting Will get back to work on his little machine.

"I guess...I guess you're right. But if it isn't Amelia, then I have nothing. At least I _know _something about Amelia. But Andrew, whoever he is, is new. What if he's even more dangerous than Amelia was? I mean...Amelia never did this to One-One…" Tulip tapped her foot impatiently, running both of her hands through her messy hair. Will could sense her nervousness, and he really couldn't blame her that much. Nevertheless, he still tried to reassure her.

"Whoever is up in the Engine, Andrew, Amelia, The Cat herself, it's no use stressing ourselves out about it, right? One thing at a time, you know? If you beat Amelia last time, you can beat her again. And if it's someone else, then we can figure it out together, deal?" Will proposed, giving her a small smile. Tulip returned it, if not with obvious stress still on her mind. She leaned back in her seat and closed her eyes, trying to collect her thoughts. Will wanted to make her feel better, but he honestly didn't know what to say. Maybe she just needed space, who knows? It was times like these Will wished he knew how girls worked.

Will continued to work on the inner mechanisms of the little white sphere. He was starting to doubt how close he was to really fixing the thing. He had gotten most of the circuitry in place, but a lot of the more sophisticated technology, stuff he'd only seen in quick glimpses of pages in his mechanics textbook the older students were using. He was thinking that maybe they'd need a few more cars like this one, one where he could just sit down and work, and maybe-

Will stopped working. His eyes were locked on a small part of the inside of the former Conductor. How had he missed it before? It seemed so simple now, so...easy!

"Uhh, Tulip?" Will called out to his friend. Tulip didn't move, but responded with a simple reply.

"What?"

"I-I think I might've just fixed One-One," Will stammered out, his hands now furiously moving all over the table, grabbing whatever tools Will thought he would need next. Tulip's eyes snapped open and she gripped the end of the table feverishly.

"What!" she repeated, suddenly extremely attentive to their situation. Will worked like a, well, like a machine, on the machine. His bored, focused mood had been quickly replaced with this frantic, panicky mood that was rapidly setting in.

"It-It was so simple!" Will exclaimed. "I guess I just never notices that this thing's central processor was damaged during whatever incident caused this thing to get so beat up.

"So can you get it working?" Tulip asked excitedly. Will continued to move his hands so fast he was having a hard time making the right corrections in his work.

"I-I don't know! I mean, if I could just-" Will abruptly stopped, prompting Tulip to lift herself up and over the white sphere that Will had been working on for quite some time.

"What, what is it?" the redhead asked, barely containing the pent up energy that had suddenly built up inside of her. Will said nothing, opting only to stand up himself, lifting the former conductor up in front of Tulip's excited face, reddening with every passing second. Will tentatively lifted a single finger, clicked down on the little panel he had been working on. He then took the same finger and brought it around to the small button he had discovered just months ago. He laid it across the all but hidden white circle and took a very deep breath. In return, Tulip puffed out her cheeks to keep from breaking the tension they were both feeling. With what sounded like an orchestra in his ears, William clicked One-One's power button.

After what felt like an eternity, the little white ball jolted with white energy, and quickly sputtered out. Will's redheaded friend slumped back onto her seat, emitting a dejected sigh. Will sat down as well, carefully maneuvering himself as to not collide with any stray mechanical part he had left lying around. They stayed there in silence, Will racking his brain, trying to figure out what had gone wrong. He was retracing his moments in Orion, slumped over a desk attempting to solve this very same problem. He had eventually realized there was far too many problems to worry about before the power situation, but that hadn't stopped him from trying. Besides, if it hadn't been for Joe, he never would've even gotten started with the-

Wait. What was it Joe had told him? The piece Will had bought at the shop had been exactly what he needed, but it wasn't sufficient. What had Joe given him, all those days ago? Will squeezed his eyes together in concentration, earning a rather concerned look from his redheaded friend. The boy then suddenly remembered, the thought coming to him like an elusive animal might finally fall into the hands of the hunter. It was the tubing. Technically, they functioned more like large cables, but they looked much more like bulky air tubes you might see above your heads in the local superstore.

When Will realized his mistake, he quickly scrambled to his backpack, shoving aside anything he thought he didn't need. Tulip raised an eyebrow, not quite understanding the feverish nature she was seeing from her brunette friend. Will, undeterred, reached deep into his pack and pulled out his power tubing that had previously served in leading the Steward right to their location back in Orion. Now, it may serve to eventually save both Will and Tulip, not to mention whoever else One-One's assaulter had harmed as well.

Will quickly connected the tubing to a small panel built into the white sphere. He reached over to his backpack and tapped on his built on battery, the power starting to flow directly into the little robot. Tulip suddenly realized what Will was up to, her dejection being quickly replaced by renewed excitement. The mood was instantly reignited, as was One-One. It seemed like forever, those quick little seconds. With breath held and fingers crossed, Will and Tulip curled their respective toes, waiting to see what would happen. Will couldn't tell his friend, but he had no idea what he would do if this failed. There was no more breakthroughs he could see in front of him. All he could was watch. And wait. And listen.

Suddenly, a sound. It pierced through the thickness of the atmosphere, startling the pair. It was a sound that Will couldn't exactly place. A series of staticy beeps and boops. Was that...the dial up internet sound? Then just like that, silence. Nobody moved. Will was sure that even the workers were watching, waiting to see what would happen. And then, in the blink of an eye, everything changed. Will had always had philosophical thoughts. He often ruminated about how quickly things can change, how little time it can take for an entire situation to be shifted forever. He was thinking about these thoughts when those two little white dots grew upon the black strip that lay over the otherwise solid white ball, when the four little nubs protruded from the bottom, propping the little robot on the linoleum tabletop. Will opened his mouth to speak words that would never be said. His own achievement beat him to the punch.

"Hullo Miss Tulip!"

It was the flashing lights that woke the Cat from her nap, not the alarms. She had lived on the Train her whole life, and thus, she had learned how to sleep through loud noises many years ago. And yet, her Car had contained very little obnoxious devices. Or rather, obnoxious visually. She had yet to learn how to continue her slumber through bright flashes, so it was here that she awoke.

She yawned away the remnants of sleep, rubbing her paws across her yellow slitted eyes. After Andrew's abrupt departure, the Cat found herself with a small bit of freedom. She weighed the pros and cons of attempting an escape, but decided against it. Too many things rested on her position as a sort of "spy" in the Officer's circle. Or perhaps that's just what she wanted to think. Either way, she was still stuck in the Engine. As she waited for her "captor" to return, the Cat had apparently dozed off near the monitor of Andrew's workstation, something he had nabbed from a Car filled with screens and radios. He had it hooked up to several important systems connected to the Train and the Steward, or as he called it, "Monster."

When the Cat emerged from her slumber, the Engine was still empty. No Andrew, no Steward. But that wasn't what caught her attention. She was a bit more drawn to the blaring trumpet sounds that emanated from the flashing red screen. It took but a few seconds for the sight to settle in. The Train had been programmed to send out these types of warnings for generations, but rarely did they ever seem to work. Not for Amelia at least.

The Cat didn't have to read the printed words below the pulsating colors of the monitor. There could only be one option: One-One was awake. The Cat cursed in French. Andrew wouldn't be too thrilled about the news. She wished she could do something, anything of importance. But for now, she was stuck in her makeshift prison. She could only hope. Hope, and pray.

"And then it was a simple matter of turning you back on," Will said to the little ball, scooping a handful of fries from one of the many containers they had ordered as he and Tulip alternated between telling their tale. It had taken barely half a tray for One-One to inform Will and his ginger friend of the situation at the front of the Train. The reality hadn't quite hit them yet, but he was sure they'd make up for it in due time. Whoever this "Kingston" was, Will was sure he couldn't be too much of a threat. Tulip tried to shrug it off for the moment, but her thoughts kept circling back to that climactic fight in the In-Progress Car, pipes clashing against each other. She still had that so-called "Donut Holer," strapped on the inside of her backpack. It brought up the occasional question by authority, but it was worth it.

If he could beat both the Steward _and _Amelia, there was no telling how powerful he was. One-One couldn't recall any event after his incapacitation, something that prompted Will to speak up about his first experiences with the now active robot. He was certain now that the Cat had somehow managed to escape the confinements of the Train for a brief moment, at least enough to plant the remains of the former Conductor in the snow. They had no way of knowing how safe she was, the last interaction being the voice message back in the subway station. They hadn't heard anything about Amelia. Tulip was relieved that she wasn't the culprit behind these attacks, but feared the worst.

Afterwards, Will and Tulip took it upon themselves to enlighten the adorable little split personality robot. Will quickly picked up on the dual sides of the little thing based on the little comments sprinkled in with its story, not to mention all the little mannerisms and quirks he could observe. Tulip had briefed him about One-One before, but he was still astonished to see him function right in front of him. The types of A.I. within him, it was technology scientists could only dream of back on Earth. He found that thought peculiar. He was being served infinite fries on an infinite train by a giant sentient sandwich, not to mention all the stuff that had already happened to him. Considering all that, advanced A.I. was probably the closest in reach to modern humanity.

They told of their tales of getting to know each other and their situation back in the Flower Car, of their time playing dodgeball with anthropomorphic frogs, riding a hot air balloon above an endless sky, fighting a supervillain in a city ripped straight out of a comic book. One-One hung on to every word spoken, especially if it was spoken by Tulip. Once the white sphere had learned his name, he had immediately taken to calling him, "Mr. William," a name Will neither hated nor loved. Perhaps it would grow on him.

"I must say, I'm rather impressed by your knack for machines Mr. William," the disgraced Conductor said, his voice full of cheer and oozing with praise. "I couldn't say the same for most others," he continued, although Will could sense the shift in tone, almost within the voice itself. Tulip assured him One-One was able to split into two halves, but had been restrained from doing so by the obnoxious tubing running from One-One's negative counterpart, the so-called "Sad-One." "Glad-One" was free from constraints, but apparently was also immobilized. Maybe in a different circumstance, Will would've been able to study the inner workings of the robot just a little more. He almost salivated thinking about it.

"I'm right here!" Tulip jokingly complained, reaching over the little ball and grabbing her own handful of french fries. In response, One-One walked over to Tulip's arm and cupped it with his little nubs from before.

"I'm so glad you've returned Miss Tulip! No one's ever made their way back to the Train before!" One-One told her, his upper white dot squinting in apparent happiness "Congratulations. You're the first prisoner to make their way back to the jail," the monotone voice of Sad-One added, slightly dampening the mood. Tulip didn't care. She lifted One-One as gently as possible, being wary of the large cord extending from his side, and hugged him close to her chest, smooshing him against her green jacket.

"I've missed you too One-One."

"Excuse me?" a voice sounded next to them. Monty had returned, a camera in her spongy hands, both new and old at the same time. "Cheese is over the moon to be able to add you to the Wall of Passengers. It's been ages since the last two wandered through here. I don't think Cheese even remembers." Tulip looked over at Will, still holding One-One in her arms. He gave her a look that said "You'll see," and looked over at Monty. "We'd be honored to be added."

Monty slung the camera over her admittingly large frame, the black metal machine hanging just over where her eyes would be. She clapped her hands and motioned for the pair to follow her through the cafe. Fortunately for Will, he already knew the route to take.

The bathrooms had been curtained off, and a white tarp had been strung over the Ladies Room's door, a stool placed directly in front. While they were following Monty through the winding path between tables, Will had educated Tulip about the Wall of Passengers, claiming he had seen it when he had gone to the bathroom. One-One sat contently on Tulip's shoulder, saying random things as they wandered around the Third Rail. He reminded Will very much of a chatty parrot. A parrot on a leash perhaps. Will had to bring his backpack with them in order for One-One to continue with them. It seems that their quiet duo had suddenly expanded. For better or for worse, Will couldn't yet tell.

"Oh glorious day. I couldn't ever bring myself to even _dream _of this moment, and here we are. Papa John would be so proud!" Cheese's voice broke up a little near the end, and he brought a globby arm up to wipe away a drop of grease that had pooled over a chunk of cheese, almost as if he was brushing away a stray tear.

"Ladies first," Tulip stuck her tongue out at Will, plucking the little ball from her shoulder and placing it in his outstretched hands. One-One gazed up at the boy's face, which in turn, looked down upon the robot.

"Are you her boyfriend?" Glad-One asked excitedly. Will took a deep breath and sighed away the frustration.

"I'm sick of hearing that in these bathrooms," he grumbled.

"If you break her heart, I'll send you to the Fart Car and lock the doors," Sad-One continued, to which he got no response. Meanwhile, Tulip had been instructed by Cheese to sit upon the stool, face Monty with camera in hand, and smile. Simple enough. Not much different to picture day at school, now that she thought about it. While she prepared herself, Will caught a glimpse of a familiar sentient pig product creeping around the corner. When Porky caught sight of Will, he quickly ducked back, leaving Will with even less favorable feelings about the sleazy piece of bacon.

When Tulip was done, she exchanged both backpack and ball with Will, it now being his time to stick his own tongue out at her, which received an exaggerated eye roll.

"I wish you could see these developed and hung," Cheese lamented to them after the ceremony had finished. "But we have to send them to a shop a few Cars down. It'll take at least a week for Porky to make it to and from there." Upon hearing about this, Tulip snapped her fingers and looked up at the tiled ceiling.

"That's right, the Portrait Car!" Tulip recalled the relatively calm Car, filled with nothing but stock pictures of random people, all of different sizes and different poses. She hadn't spotted anyone other than the two of them, but that didn't mean they didn't exist.

"Indeed," Cheese attempted to nod, the tip of his slice flapping like hair in the wind. "For now, I feel it is best for you to be on your way. Your journey awaits young legionnaires! Perhaps you too will have stories so grand to tell that there will be a salad for you," Cheese said.

"Preferably without the stabbing to death part," Monty quickly added, to which the four of them agreed. Or maybe just three. Will wasn't sure how adverse to stabbing his new morbid friend would be.

They made their way to their table, collecting their things. Will had attempted to pull what little money he had left in his wallet, but Cheese wouldn't accept it. "It's on the house," he claimed. Will wasn't hesitant to take advantage of that, packing his things as quickly as possible before Cheese changed his mind.

Will rolled his suitcase up to the double red doors. Somehow he knew the doors were unlocked. Perhaps it had something to do with the sphere of white that currently resided on top of his head, nestled in his hair. He strongly doubted it. He paused before taking grasp of the doors, taking one long last glance around the Car.

"Go on honey," Monty called out to the boy, her southern accent making one last appearance. Will gave her an emotional nod before turning back around, coming to face with a certain redhead. Tulip was attempting to stifle a laugh as she stared up at the ball seated upon his head. One-One was busy recounting a dream he had had during his time temporarily disabled. It involved a giant "Miss Tulip," and a thousand baby "Atticus'." Will remembered the corgi from his time talking to Tulip. She had fond memories of the pup. Will had his doubts about whether or not they would ever meet.

"So. You got your wish, huh? Was it worth it?" Tulip questioned, a smirk on her face. Will picked up One-One from his head and held the little white sphere in front of him. One-One gave no pause to his epic tale.

"I'm not sure. He seems to be exactly what I thought it would be like having a baby brother," Will admitted, looking down at the robot. Tulip nodded thoughtfully.

'That's a cool way of looking at it," she complimented him. "He'll get on your nerves, but he's real great. Trust me." Will smirked at that.

"I suppose you haven't steered me wrong before…" Tulip reached next to her, palming the glossy golden metal of the door handle. Will did the same, but not before setting One-One carefully into his backpack. He gave no resistance.

"Whatever it takes?" Tulip said for the second time in that car. Will gave a comedic grimace.

"I'm starting to think that means much more than I intended it to," Will moaned. Tulip gave a laugh, which added a little color to both of their cheeks. "Whatever it takes."

This time, the doors twisted open, revealing the speeding wasteland all around them. Will gave one last look behind him before letting the doors shut behind him. For once, things were looking clear, if not bad. He was certain they could make it through. After all, what could ever beat them?

Porky heard the doors click behind him, sliding into place. This particular car was much more hospitable than the one that lay behind him. The Woodgrain Car, while covered in sawdust, had no obvious predators, no gun people chasing him for sustenance, no hostile desert environment. Just an endless sea of cupboards and cabinets. It gave him a bit of time to stretch his crispy limbs, to shake out the sand he'd ended up coated with during his time in the Revolutionary Car. It also gave him time to be easily snuck up on.

"Is it true?" a voice called out from a few meters behind Porky. The not-so-little slice of bacon spun around as quickly as possible, dropping the sack filled with camera equipment. His assignment had nothing involving self defense, so all he could do to protect himself from his stalker was to hold his crumbly fists up in their direction.

"Is it true?" the voice repeated, its agitation growing quickly. A moment later, no one else but Andrew Kingston placed a gloved hand on the wood finish of a rather large coffee table. He wore a dark red robe that pooled upon the dusty browned floor. A focused gaze behind the Officer could spot the silvery tendrils of the Steward wrapping around several wooden banister poles in a sloping staircase. Bright pools of fire gazed back though the darkness.

"Is-is what true?" Porky questioned, clearly terrified. He didn't get paid enough for this.

"You told me you saw it. Online. The Steward confirms your claims. Now I want you to confirm them as well." Andrew absentmindedly started rubbing at an unfinished spot on a dresser to his right.

"I didn't realize how much you valued my opinion," Porky said sarcastically. "Course it's true. I've never told a lie in my life!"

"That's a lie in and of itself, pork chop." Andrew let out a long sigh. "This day isn't going very well, you know?"

"Tell me about it," Porky mumbled under his breath. Three conductors in less than a year. His loyalty had never been as strong as any of the others in his car. He just liked to serve those in power, no matter how short lived their reign may be. It would end up getting him killed eventually. Maybe even now.

Andrew made his way over to the oversized pork product, causing him to flinch in reaction. But the Officer had no intentions of punishing the sentient food item. At least, not today. He reached down and picked up the black sack Porky had so carelessly tossed aside in his terror. He pulled out the metal and plastic contraption and lifted it up to his face.

"How many others will be like you?" Andrew asked without meeting Porky's eyes. Not that he could if he wanted.

"You mean subservient? Disloyal?" Porky scoffed. Andrew simply narrowed his eyes. but continued to work on the camera until he found the picture he wanted. He shoved it in the general area he thought Porky's face would be.

"People who would be willing to help me catch these two." If Porky had eyes, they'd be staring right at the face of William Turner, with the implied Tulip Olsen hanging close behind. Porky only laughed.

"Those two may be the smartest Passengers ever to board this Train my Conductor. You'd have better luck trying to catch the Sliver Minister."

Andrew let out a loud groan and rubbed his forehead with his ungloved hand. He looked down at the picture of a smiling Will.

"Just my luck."


End file.
